1. General

1.1 These Terms and Conditions (“Terms”) shall apply to all sales of goods by Ivoclar Vivadent Marketing India Pvt. Ltd., having its registered office at Emmar Digital Green Tower A, 8th Floor, Unit No. 824/25/26/27, Sector 61, Golf Course Extension Road, Gurugram – 122011, Haryana, India (“Company”). The entity purchasing goods from the Company is referred to as the "Purchaser.

1.2 Any deviation from these Terms shall be valid only if agreed in writing by the Company.

1.3 These Terms shall be governed by the provisions of the Indian Contract Act, 1872 and the Sale of Goods Act, 1930.

2. Offers and Orders

2.1 All quotations and offers are non-binding unless specifically stated otherwise in writing.

2.2 Orders shall be binding only upon written confirmation by the Company.

3. Prices and Taxes

3.1 All prices are exclusive of Goods and Services Tax (GST).

3.2 GST (CGST/SGST/IGST) shall be charged as applicable under the GST Act, 2017.

3.3 Prices applicable shall be those prevailing on the date of invoice.

4. Payment Terms

4.1 Unless otherwise agreed in writing, payment is due within 30 days from the invoice date.

4.2 In case of delay in payment, the Company shall be entitled to charge interest at 18% per annum or the maximum rate permitted under applicable law.

4.3 If the Purchaser defaults or its financial position deteriorates, the Company may:

• Demand advance payment 
• Suspend supplies 
• Cancel pending orders 
• Demand immediate payment of outstanding dues 

4.4 Payments shall not be withheld on account of disputes unless determined by a competent court or arbitral tribunal. The Purchaser may only offset counterclaims that are uncontested or have been upheld by a competent court or arbitral tribunal.

5. Reservation of Title

5.1 Ownership of goods shall remain with the Company until full payment of all dues.

5.2 Until ownership transfers, the Purchaser shall:

• Not create third-party rights over the goods
• Keep goods adequately insured
• Not pledge or encumber the goods 

6. Delivery and Risk 

6.1 Delivery terms shall be as per agreed Incoterms 2020 or as specified in invoice.

6.2 Risk shall pass to the Purchaser upon delivery to the carrier or upon dispatch, as agreed.

6.3 The Purchaser must inspect goods immediately upon receipt. The Company is entitled to make partial deliveries where the Purchaser can reasonably be expected to accept them.

7. Claims and Defects

7.1 Any visible defects must be notified in writing at the time of delivery. 

7.2 Hidden defects must be notified within 8 days of discovery.

7.3 The Company may, at its discretion:

• Replace defective goods, or 
• Repair the goods, or 
• Issue credit note 

7.4 The Company shall not be liable for:

• Improper storage or handling 
• Non-compliance with usage instructions 
• Normal wear and tear

8. Force Majeure

The Company shall not be liable for delay or failure in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, government restrictions, supply chain disruptions, pandemics, or war, in accordance with Section 56 of the Indian Contract Act, 1872. 

9. Export Compliance

The Purchaser shall comply with all applicable Indian export laws and provide required documentation, including End-User Certificates where applicable. In addition, the Purchaser shall comply with all applicable international export control regulations, including EU dual-use regulations and US EAR regulations, where relevant. If performance of a contract is not possible due to applicable national or international export control provisions or sanctions, the Purchaser may not assert any claims against the Company on that basis.

10. Limitation of Liability

10.1 The Company’s total liability shall not exceed the invoice value of the goods giving rise to the claim.

10.2 The Company shall not be liable for:

• Indirect or consequential losses 
• Loss of profit 
• Business interruption 

10.3 Nothing in these Terms shall exclude liability for fraud, willful misconduct, or liability that cannot be excluded under Indian law.

11. Limitation Period

All claims shall be subject to the limitation periods prescribed under the Limitation Act, 1963.

12. Governing Law and Jurisdiction

12.1 These Terms shall be governed by the laws of India.

12.2 Courts at Gurugram, Haryana shall have exclusive jurisdiction.

13. Severability

If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original provision.

Version: April 2026