Terms and Conditions of Sale - Australia

Institute of Digital Dentistry Pty Ltd

81-83 Campbell Street, Surry Hills, NSW, 2010 ABN: 60692179525 ACN: 692179525

Last Updated: May 2026

1. Definitions

In these Terms and Conditions:

• "Seller" means Institute of Digital Dentistry Pty Ltd.
• "Purchaser" means the person, company, or entity purchasing Items from the Seller.
• "Items" means all goods, equipment, products, and materials supplied by the Seller.
• "Software" means any software, firmware, or digital products supplied by the Seller.
• "Agreement" means the contract formed by the Quote, Purchase Order, Contract of Sale, or online order confirmation together with these Terms and Conditions.
• "ACL" means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

2. How These Terms Apply

These Terms and Conditions govern all purchases made from the Seller, whether completed online through the iDD Shop at idd.shop or through an offline sales process involving a sales representative, Quote, or Contract of Sale.

Where a purchase is made through a Contract of Sale signed with a sales representative, the Contract of Sale incorporates these Terms and Conditions by reference. In the event of any conflict between the printed terms on a Contract of Sale and these Terms and Conditions, these Terms and Conditions shall prevail unless the Contract of Sale expressly states otherwise in writing.

3. Currency

All prices, amounts, and payments referenced in this Agreement are in Australian Dollars (AUD) unless otherwise expressly stated in writing.

4. Title and Risk

The Seller retains title to all Items until payment has been received in full. The Purchaser assumes all risks related to the Items once they have been delivered to the Purchaser's premises or nominated delivery address. It is the Purchaser's responsibility to have all necessary insurance in place prior to delivery and installation.

5. Acceptance and Inspection

The Purchaser shall inspect all Items within seven (7) days of delivery. Any claims for shortages, defects, damage, or non-conformity must be reported to the Seller in writing within this seven (7) day period. Failure to report such issues within this timeframe shall constitute acceptance of the Items, and the Purchaser shall be deemed to have accepted the Items as being in good condition and in accordance with the Agreement.

Nothing in this clause limits or excludes any rights the Purchaser may have under the ACL.

6. Cancellation

A twenty percent (20%) restocking fee will be charged for cancellation of any regularly stocked Items. Special order Items or options cannot be cancelled. Special order Items include, but are not limited to, custom cabinetry, upholstery, and colour changes.

7. Payment and Charges

7.1 Payment Terms

Full payment is due on or before the delivery date. Only the cost of missing or defective Items (as reported in accordance with Section 5) may be withheld from full payment.

7.2 Late Payment

Past due balances are subject to a late payment charge of two percent (2%) per month (24% per annum), calculated from the due date until payment is received in full.

7.3 Payment Processing Fee

All prices include a three percent (3%) payment processing fee. Purchasers paying by Australian bank transfer (EFT/direct deposit) may deduct this fee from their payment. Credit card and debit card payments are to be made at the full invoiced amount.

7.4 GST

All prices are inclusive of Goods and Services Tax (GST) where applicable, unless otherwise stated. The Seller will provide a valid tax invoice for all supplies made under this Agreement.

7.5 Delays Caused by the Purchaser

In the event that delivery or installation of the Items has been delayed, in whole or in part, for any reason attributable to the Purchaser or its contractors by thirty (30) days or more from the proposed delivery/installation date, full payment shall become immediately due and payable.

8. Australian Consumer Law

8.1 Consumer Guarantees

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

8.2 Manufacturer Warranties

In addition to your rights under the ACL, Items may be covered by additional manufacturer warranties. Details of any applicable manufacturer warranty will be provided with the product.

8.3 Labour Warranty

The Seller warrants labour performed by its own personnel for a period of ninety (90) days from the delivery date, unless otherwise stated in writing on the Quote or Purchase Order.

8.4 Exclusions

To the extent permitted by law, the Seller excludes all other warranties, guarantees, or representations, expressed or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. The Seller assumes no responsibility for, and does not warrant, installation work performed by persons other than its own personnel.

9. Returns and Defective Items

All returns require a return authorisation number issued by the Seller before any item is shipped back. The Seller does not accept unauthorised returns.

To request a return authorisation, the Purchaser must contact the Seller at shop@instituteofdigitaldentistry.com with the order reference, a description of the issue, a summary of troubleshooting steps already taken, and photographs where relevant. The Seller will respond within two (2) business days.

Where an Item is confirmed to be defective or damaged on arrival, the Seller will work with the manufacturer to arrange repair or replacement. The Seller does not accept returns on capital equipment for change of mind.

Nothing in this section limits or excludes any rights the Purchaser may have under the ACL.

The Seller's full Returns and Defective Items Policy is published at idd.shop and is incorporated into this Agreement by reference.

10. High Tech Products

The integration of high-tech products may not be included in the purchase price. Due to the nature of these products, specialised training and support may be required at an additional cost, which will be quoted separately.

11. Software

In the event that the sale includes Software, the Seller agrees to provide a licence to use the Software and installation services. Except as may be provided for in a separate Software licence or use agreement provided by the Seller or its third-party suppliers:

(a) The Purchaser shall use any Software (whether embedded in hardware as firmware or otherwise) in accordance with any accompanying documentation and only in conjunction with the hardware supplied;

(b) The Purchaser shall not assign, sub-licence, or distribute any rights in the Software;

(c) The Purchaser shall not copy (except for one archival backup copy), decompile, reverse engineer, disassemble, modify, or transmit the Software;

(d) The Purchaser shall not copy or distribute any accompanying documentation; and

(e) The Software and any copy or modification thereof is and shall remain the sole property of the Seller or its third-party suppliers.

The Seller and its third-party suppliers do not warrant, guarantee, or make any representations regarding the use or the results of the use of the Software. The Seller does not warrant that the operation of the Software will be uninterrupted or error-free.

12. Installation

12.1 Included Installation

Installation of Items with a purchase price greater than $2,500.00 AUD is included in the purchase price, provided all pre-installation requirements are met. Pre-installation requirements include, but are not limited to, construction, plumbing, electrical work, and all necessary permits.

12.2 Additional Charges

The Seller reserves the right to charge additional costs for:

(a) Work performed during evenings, weekends, or public holidays;

(b) Installations outside the Seller's regular service area; and

(c) Additional materials used during installation, including but not limited to fittings, tubing, and mounting hardware.

12.3 Delivery Schedule

The Seller shall use its best efforts to deliver on the date specified in the Agreement but shall not be responsible for delays beyond its reasonable control. Such delays shall not constitute a breach of contract by the Seller.

13. Purchaser's Responsibilities

The Purchaser is responsible for:

(a) Ensuring that installation by a contractor or related tradesperson is arranged and paid for where required;

(b) Ensuring all pre-installation requirements are completed prior to the scheduled delivery/installation date;

(c) Cleaning and paint retouching following installation; and

(d) Maintaining adequate insurance coverage for the Items from the time of delivery.

14. Limitation of Liability

14.1 Consequential Damages

To the extent permitted by law, in no event shall the Seller be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of practice time, loss of income, loss of profits, loss of data, or business interruption, arising out of or in connection with this Agreement, even if the Seller has been advised of the possibility of such damages.

14.2 Liability Cap

To the fullest extent permitted by law (including the ACL), the Seller's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total purchase price paid by the Purchaser for the specific Items giving rise to the claim.

14.3 Software Liability

To the extent permitted by law, the Seller shall not be liable for any damage or financial loss arising out of the use of, or inability to use, the Software.

14.4 Loaner Equipment

In the event of delays to the proposed delivery/installation date, the Seller may, at its sole discretion, attempt to provide loaner Items if available. The provision of loaner Items is not guaranteed.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party. Such circumstances include, but are not limited to, acts of God, natural disasters, pandemic, epidemic, government actions or orders, war, terrorism, civil unrest, labour disputes, supply chain disruptions, shortage of materials, failure of suppliers, transportation delays, power outages, and telecommunications failures.

If a force majeure event continues for more than ninety (90) days, either party may terminate the Agreement by providing written notice to the other party.

16. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Queensland and the federal laws of Australia applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia for any disputes arising out of or in connection with this Agreement.

17. Dispute Resolution

17.1 Negotiation

The parties agree to first attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation.

17.2 Mediation

If the dispute cannot be resolved through negotiation within thirty (30) days, either party may refer the dispute to mediation. The mediator shall be agreed upon by the parties or, failing agreement, appointed by the Australian Disputes Centre. The costs of mediation shall be shared equally by the parties.

17.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days of referral, either party may commence legal proceedings in accordance with Section 16.

18. Assignment

The Purchaser may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Seller. The Seller may assign or transfer this Agreement to any successor, affiliate, or purchaser of its business without the consent of the Purchaser.

19. Privacy

The Seller collects, uses, and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Personal information collected will be used for the purposes of fulfilling orders, providing customer service, and communicating with the Purchaser regarding their purchase. The Seller's Privacy Policy is available at idd.shop.

Where a purchase is made through an offline sales process, the Purchaser authorises the Seller to verify the Purchaser's business and credit standing through commercially reasonable means for the purposes of approving the sale and extending payment terms.

20. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed delivered when:

(a) Delivered personally;

(b) Sent by registered post to the address specified in the Agreement (deemed received five (5) business days after posting); or

(c) Sent by email to the email address specified in the Agreement (deemed received on the next business day).

21. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement.

22. Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

23. Entire Agreement

This Agreement, together with any Quote, Purchase Order, Contract of Sale, or online order confirmation, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the parties, whether written or oral.

No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties.

24. Time

Time is of the essence of this Agreement.

25. Survival

The provisions of this Agreement that by their nature should survive termination or completion of this Agreement shall survive, including but not limited to: Title and Risk (Section 4), Payment and Charges (Section 7), Warranties (Section 8), Limitation of Liability (Section 14), Governing Law and Jurisdiction (Section 16), and Dispute Resolution (Section 17).

Contact Information

Institute of Digital Dentistry Pty Ltd

81-83 Campbell Street, Surry Hills, NSW, 2010 ABN: 60692179525 ACN: 692179525

Email: support@instituteofdigitaldentistry.com Phone: +61488839526 Website: idd.shop

By placing an order online, accepting a Quote, signing a Contract of Sale, or accepting delivery of Items from the Seller, the Purchaser acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions of Sale.