Terms and Conditions of Sale (TCS)

Preamble

These general terms and conditions of sale (the “Terms”) govern all sales concluded between:

• eZtain Lab, a French simplified joint-stock company (SAS) with a share capital of €31,000, whose registered office is at 3 rue Marie Hamm, 67000 Strasbourg, France, registered with the Strasbourg Trade and Companies Register under no. 951 635 143 (SIRET 951 635 143 00013), EU VAT no. FR83 951 635 143, Swiss VAT no. CHE-420.928.574 TVA, tel. +33 9 87 39 43 80, email contact@eztain.com (“eZtain”);
• and any professional placing an order with eZtain (the “Customer”).

Version of 28 October 2026, applicable to orders placed from that date.

These Terms supplement the terms of use of the practitioner area (the “Terms of Use”), which govern the creation and use of the account. For all matters relating to the sale of products, these Terms prevail over the Terms of Use in the event of conflict.

Article 1 – Definitions

• Customer: a professional holding an eZtain account who places an Order, whether a Practitioner or a Reseller.
• Practitioner: a legally qualified dental health professional (dentist, orthodontist or foreign equivalent) who prescribes the Product and fits it on their patient.
• Reseller: a professional Customer (laboratory, distributor) that purchases Products in order to supply them to Practitioners.
• Product: any device or service described in Article 4.
• Retainer: a custom-made PEEK retention wire manufactured by eZtain.
• Order: a manufacturing request submitted in accordance with Article 5.
• Practitioner Area: the customer area of the eztain.com website, accessible with an account.
• Order Form: the form in the Practitioner Area through which the Customer places an Order and on which prices are displayed.
• Business Day: Monday to Friday, excluding public holidays applicable at eZtain’s registered office.

Article 2 – Scope and acceptance

2.1. These Terms apply to every Order, whatever the channel used. They prevail over the Customer’s purchasing conditions, unless eZtain has agreed otherwise in writing beforehand.

2.2. The Customer accepts these Terms by ticking the box provided for that purpose with each Order placed on the eztain.com website. For an Order submitted through a third-party platform (Article 5.1), submission constitutes acceptance of the Terms in force, which the Customer accepted when opening their account or placing their previous Order.

2.3. The applicable version is the one in force on the date of the Order. These Terms may be consulted at any time on eztain.com and are provided on request to any professional.

Article 3 – Sales to professionals only

3.1. eZtain sells exclusively to professionals: Practitioners and Resellers. eZtain verifies the Customer’s professional status (SIREN number or foreign equivalent) and may refuse any Order from a person who does not have that status.

3.2. The Customer acts for the purposes of its professional activity. The provisions of the French Consumer Code do not apply. In particular, the Customer has no right of withdrawal and may not refer a dispute to a consumer mediator.

Article 4 – Products and services

4.1. eZtain offers:

• Retainer: a PEEK retention wire, a custom-made medical device within the meaning of Regulation (EU) 2017/745, manufactured on the written prescription of a Practitioner;
• Transfer: a positioning key made of biocompatible IBT resin, which helps position the Retainer during bonding;
• Shade: the Retainer is white by default; shade A2 is available at an extra charge;
• Tray: a custom-made tray;
• Digital removal: digital removal of the attachments or brackets present on the impression, so that a tray can be made on the teeth;
• Express surcharge: accelerated processing and shipping, under the conditions of Article 11.3.

4.2. The characteristics, indications, contraindications and bonding protocol of the Products are set out in the instructions for use available in the Practitioner Area (FAQ section). Photos and illustrations are not contractually binding.

Article 5 – Orders

5.1. Channels. Orders are placed:

• on the Order Form of the eztain.com website;
• or from intraoral scanner software, via the Digilab platform.

Any other channel requires eZtain’s agreement.

5.2. Content. An Order is complete once eZtain has the Practitioner’s written prescription (arch, Products and options selected) and a usable digital impression. To identify the patient, a non-nominative identifier (file number) is recommended, as specified in the Terms of Use.

5.3. Formation of the contract. The sale is concluded upon eZtain’s receipt of a complete Order. eZtain may refuse an Order for a legitimate reason, in particular an unverified account, an unpaid invoice or a prescription incompatible with the Product.

5.4. Unusable impression or incomplete prescription. eZtain contacts the Customer to agree on the next steps: a new impression, clarification of the prescription, or cancellation free of charge. Lead times only start to run once the complete information has been received.

5.5. Design approval. In certain cases, in particular depending on the procedure chosen by the Customer in their account (for example in the event of a deep bite), eZtain submits the design to the Practitioner before manufacturing. Manufacturing starts after approval. This approval binds the Customer as to the shape and position of the design; eZtain remains responsible for manufacturing in accordance with the approved design.

5.6. Remake attributable to the Customer. Where a new manufacture is required because of an error or change attributable to the Customer (prescription, impression, change after manufacturing, bonding failure, etc.), eZtain decides on a case-by-case basis whether it is invoiced and informs the Customer before starting it.

Article 6 – Cancellation

The Customer may cancel an Order in writing (email to contact@eztain.com) as long as the Product has not been manufactured. Cancellation is then free of charge. Once the Product has been manufactured, the Order is invoiced in full. As manufacturing normally takes place on the day of receipt of the Order or the following day, any cancellation must be requested without delay.

Article 7 – Prices

7.1. The applicable prices are those displayed on the Order Form on the date of the Order. They depend on the delivery zone:

Delivery zone	Currency
France	EUR
Other European Union Member States	EUR
Switzerland	CHF
Rest of the world, including the United Kingdom	EUR

The price list is provided on request to any professional.

7.2. Prices are stated exclusive of tax. VAT is charged in addition according to the rules applicable at the place of delivery:

• delivery in France: French VAT at the applicable rate;
• delivery in another European Union Member State to a VAT-registered Customer: exempt from French VAT (intra-Community supply), with VAT self-assessed by the Customer under the reverse-charge mechanism, the Customer providing a valid VAT number;
• delivery in another European Union Member State to a Customer who is not VAT-registered: VAT of the country of delivery, under the distance sales scheme;
• delivery in Switzerland: Swiss VAT at the applicable rate;
• other destinations: exempt from French VAT as an export.

7.3. Transport, customs clearance costs and import duties are included in the price and borne by eZtain (Article 12.1).

7.4. eZtain may change its prices. Any change is notified to the Customer by email at least 30 days before it takes effect and applies to Orders placed from that date. The rules specific to prepaid packs are set out in Article 8.

Article 8 – Prepaid pack

8.1. Offer. Customers delivered in the European Union, including France, may purchase a pack of 100 prepaid Retainers with a 20% discount on the unit price of the Retainer. The pack is invoiced and payable on purchase.

8.2. Balance. The amount paid constitutes a credit, displayed in the Practitioner Area and deducted with each Order, for Retainers as well as for associated options, with no expiry date. Each Retainer is deducted at the unit price in force on the date of the Order, less 20%; options are deducted at their current price.

8.3. Price changes. The 20% discount is maintained, but the unit price may change under the conditions of Article 7.4. If the Customer refuses an increase, it notifies eZtain in writing before the increase takes effect, and eZtain refunds the remaining credit.

8.4. Refunds. The credit is non-refundable, except in the following cases:

• refusal of a price increase (Article 8.3);
• cessation of eZtain’s business;
• closure of the account by eZtain through no fault of the Customer.

8.5. Transfer. The credit is attached to the Customer’s account. It may be transferred to another eZtain account on written request from the account holder, for example when a practice is sold.

Article 9 – Invoicing and payment

9.1. Card payment. Where the Customer pays by bank card (Stripe), the card is charged when the Order is placed and the invoice is sent immediately.

9.2. Monthly invoicing. In all other cases, eZtain issues at the end of each month a summary invoice for the Orders of the month. It is payable within 30 days of its date of issue.

9.3. SEPA direct debit. Where the Customer has signed a SEPA direct debit mandate (GoCardless), the debit is initiated as soon as the invoice is issued and normally takes place in the first days of the following month. The invoice, sent before the debit, serves as pre-notification; the Customer agrees that this notice period is reduced to 2 Business Days.

9.4. Other means. Where there is no card or SEPA mandate, the Customer pays by bank transfer to the account details shown on the invoice.

9.5. Currency and charges. Invoices are issued in EUR, or in CHF for deliveries in Switzerland. The Customer’s own bank and currency exchange charges remain payable by the Customer.

9.6. Electronic invoicing. The Customer agrees to receive its invoices electronically, by email or through the e-invoicing platform used by eZtain.

9.7. Early payment. No discount is granted for early payment.

Article 10 – Late payment

10.1. Any amount not paid by its due date automatically incurs, without any reminder, late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points (Article L441-10 of the French Commercial Code).

10.2. The Customer also owes a fixed indemnity for recovery costs of €40 per invoice (Articles L441-10 and D441-5 of the French Commercial Code). Where recovery costs exceed this amount, eZtain may claim additional compensation upon providing supporting documents.

10.3. If a reminder remains unanswered for 8 days, eZtain may suspend the processing of new Orders and of Orders not yet manufactured until full payment, without the Customer being entitled to any compensation.

Article 11 – Manufacturing, shipping and lead times

11.1. eZtain normally manufactures the Product on the Business Day on which the complete Order is received or on the following Business Day.

11.2. Standard delivery. The delivery time is approximately 7 days from the complete Order. This lead time is indicative.

11.3. Express surcharge. A complete express Order received on a Business Day before 2 p.m. (Paris time) is shipped the same day; if received after 2 p.m., it is shipped on the following Business Day. It travels by express transport, with delivery targeted within 48 hours of shipping. The transit time depends on the carrier and the destination and remains indicative. If eZtain fails to ship the Order within the above time for a reason attributable to it, the express surcharge is not invoiced or is refunded.

11.4. Lead times are suspended while the Order is incomplete (Article 5.4) or awaiting design approval (Article 5.5).

Article 12 – Delivery, risk and ownership

12.1. Products are delivered to the delivery address provided by the Customer on DDP terms (Incoterms® 2020): eZtain bears transport, customs formalities and import duties and taxes until delivery. No patient identifier appears on the parcel.

12.2. Risk passes to the Customer upon delivery.

12.3. If a parcel is lost or damaged by the carrier, in France or abroad, eZtain manufactures and ships the Product again at no cost to the Customer. The Customer reports without delay the non-receipt of an expected parcel, and any damage under the conditions of Article 13.

12.4. eZtain retains ownership of the Products until full payment of the price (Article 2367 of the French Civil Code).

Article 13 – Inspection and claims

13.1. The Customer inspects the Product upon receipt. It reports in writing (contact@eztain.com) any apparent defect, any damage or any non-conformity with the prescription or the approved design within 7 days of receipt, stating the Order number and attaching photos. After this period, the Product is deemed free of apparent defects, without prejudice to the warranties in Article 14.

13.2. The Customer does not fit a Product that it considers non-conforming.

13.3. If the claim is justified, eZtain manufactures and ships a new Product free of charge. If this is not possible, eZtain issues a credit note or refunds the price of the Product concerned.

Article 14 – Statutory warranties

14.1. The Customer benefits from the seller’s statutory warranties under French law: the warranty of conformity of delivery (Articles 1603 et seq. of the French Civil Code) and the warranty against hidden defects (Articles 1641 to 1649 of the French Civil Code), the action for which must be brought within 2 years of discovery of the defect.

14.2. These warranties do not cover damage resulting, in particular, from bonding or use not in accordance with the instructions for use, trauma, modification of the Product by a third party, a prescription error or a defective impression.

14.3. eZtain grants no commercial warranty. eZtain may, at its sole discretion, make commercial gestures, for example replacing a broken or debonded Retainer. Such gestures create no right and no commitment for the future.

Article 15 – Respective roles of eZtain and the Practitioner

15.1. eZtain is the manufacturer of the custom-made Products. It manufactures them in accordance with the prescription and, where applicable, the approved design, and complies with the obligations of Regulation (EU) 2017/745 applicable to custom-made devices, in particular the statement provided for in Annex XIII thereof.

15.2. The Practitioner is solely responsible for all clinical acts: diagnosis, indication, prescription, quality of the impression, inspection of the Product before fitting, bonding in accordance with the protocol in the instructions for use, patient information and clinical follow-up. The Practitioner reports to eZtain without delay any incident or defect found on a Product, so that eZtain can fulfil its obligations as manufacturer (Article 87 of Regulation (EU) 2017/745).

15.3. The Customer only transmits the patient data necessary for manufacturing. The rules governing such data are set out in the Terms of Use and the privacy policy.

Article 16 – Liability

16.1. eZtain is liable for direct damage caused by a proven breach of its obligations.

16.2. Its liability is limited, for all causes combined, to the price excluding tax of the Retainer or Product concerned.

16.3. eZtain is not liable for indirect damage, such as loss of revenue, loss of patients or reputational damage.

16.4. eZtain is not liable for damage resulting from the Customer’s or the Practitioner’s failure to comply with their obligations (Article 15.2), a prescription error, a defective impression or a modification of the Product after delivery.

16.5. The limitations in this Article do not apply:

• in the event of gross negligence or wilful misconduct by eZtain;
• to personal injury;
• to liability for defective products (Articles 1245 et seq. of the French Civil Code) towards third parties, in particular the patient;
• and more generally where the law prohibits limitation of liability.

16.6. eZtain holds professional and product liability insurance.

Article 17 – Intellectual property

17.1. eZtain holds, in particular, French patent FR3070256B1, the eZtain trademark (INPI no. 4961674), rights in its designs, and its software, processes, design files and content.

17.2. The sale transfers ownership of the physical Product only. Design files are not supplied, and no intellectual property right is assigned to the Customer.

17.3. The Customer is prohibited from reproducing, scanning or copying an eZtain Product, reverse-engineering it, having it manufactured or milled by a third party, and using the eZtain trademark other than to designate genuine Products.

Article 18 – Resellers

18.1. A Reseller may order on behalf of the Practitioners it supplies. It remains solely liable to eZtain for payment of the price.

18.2. The Reseller:

• ensures that each Order is based on the prescription of a qualified Practitioner;
• supplies the Products as they are, without modification or repackaging;
• passes on to the Practitioner the instructions for use, the bonding protocol and the manufacturer’s statement;
• reports to eZtain without delay any complaint or incident relating to a Product;
• respects eZtain’s rights described in Article 17 and attributes to the Products no property that eZtain’s documentation does not mention.

Article 19 – Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code. Performance of the obligations concerned is then suspended. If the impediment lasts more than 30 days, either party may cancel the affected Orders not yet performed, without compensation; any amounts paid for those Orders are refunded.

Article 20 – Personal data

eZtain processes the Customer’s personal data and the data transmitted for manufacturing in accordance with its privacy policy, available on eztain.com.

Article 21 – Amendments to these Terms

eZtain may amend these Terms. The new version is published on eztain.com with its effective date, and the Customer is informed by email. It applies to Orders placed from that date. Price changes follow Articles 7.4 and 8.3.

Article 22 – Language

These Terms are drawn up in French and translated into English. In the event of any discrepancy, the French version prevails.

Article 23 – Governing law

These Terms and the sales they govern are subject to French law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) is expressly excluded.

Article 24 – Disputes

24.1. Amicable settlement. In the event of a dispute, the first party to act notifies the other in writing. The parties have 30 days to seek an amicable solution before bringing any legal action. This step does not apply to urgent measures or to the recovery of unpaid invoices.

24.2. Competent court. Where the Customer is a trader (commerçant) or is established outside France, any dispute relating to these Terms or to the sales they govern falls within the exclusive jurisdiction of the courts of Strasbourg (France), including in summary proceedings, third-party claims or where there are several defendants.

24.3. In all other cases, in particular for a Practitioner practising as a self-employed professional in France, the competent court is determined in accordance with the ordinary rules of jurisdiction.