1. SCOPE AND CONTRACTING ENTITY

These Terms and Conditions of Sale (“Terms”) govern all sales of products and services by CeraRoot USA Inc. (“CeraRoot”) through this Website and affiliated domains, including but not limited to www.ceraroot.com and store.ceraroot.com.

By placing an order, you agree to be bound by these Terms.

The contracting entity for all transactions placed through this Website is:

CeraRoot USA Inc.
2800 Neilson Way, Suite #2
Santa Monica, CA 90405
USA

CeraRoot may operate through affiliated entities for distribution or operational purposes; however, all contracts formed through this Website are with CeraRoot USA Inc., unless expressly agreed otherwise in writing.

2. PROFESSIONAL USE ONLY

CeraRoot products are medical devices intended exclusively for use by licensed dental professionals.

By placing an order, you represent and warrant that you are a licensed dental professional, dental laboratory, or authorized commercial entity legally permitted to purchase and use such products.

CeraRoot reserves the right to verify professional credentials and to refuse, limit, or cancel any order at its discretion.

3. ORDERS AND ACCEPTANCE

Orders may be placed through the Website or other approved methods.

An automated order confirmation does not constitute acceptance of the order.

A binding contract is formed only upon shipment of the products or express written confirmation by CeraRoot.

CeraRoot reserves the right to refuse, cancel, or limit any order, including due to pricing errors, product availability, suspected fraud, regulatory restrictions, or verification failure.

4. PRICING AND PAYMENT

All prices are listed in U.S. dollars unless otherwise specified.

Prices are subject to change without notice.

Applicable sales tax, customs duties, VAT, or other governmental charges are the responsibility of the purchaser unless otherwise stated.

Payment must be made using approved payment methods at the time of purchase.

5. DELIVERY, RISK, AND TITLE

Delivery terms shall be EX WORKS (Incoterms as applicable) unless otherwise agreed in writing.

Risk of loss transfers to the purchaser upon delivery of the products to the carrier.

Title to the products remains with CeraRoot until full payment has been received.

Delivery dates are estimates only. CeraRoot shall not be liable for delays caused by carriers, customs authorities, force majeure events, or circumstances beyond its reasonable control.

6. INSPECTION AND DEFECT NOTIFICATION

The purchaser must inspect products immediately upon receipt.

Any visible defects, shortages, or non-conformities must be reported in writing within seven (7) days of delivery.

Failure to provide notice within this period constitutes acceptance of the products.

7. RETURNS AND WARRANTY

Due to the medical nature of CeraRoot products, returns may be restricted.

Products that have been opened, used, sterilized, altered, or improperly stored are not eligible for return unless confirmed defective by CeraRoot.

CeraRoot warrants that its products conform to published specifications at the time of delivery.

This warranty does not apply to misuse, improper storage, improper handling, off-label use, failure to follow Instructions for Use (IFU), or unauthorized modification.

To the fullest extent permitted by law, this limited warranty is exclusive and in lieu of all other warranties, whether express or implied.

8. REGULATORY COMPLIANCE

Purchasers are solely responsible for compliance with all applicable medical device laws and regulations in their jurisdiction.

Dental professionals must review the applicable Instructions for Use (IFU), indications, contraindications, warnings, and precautions prior to clinical application.

CeraRoot shall not be liable for improper storage, handling, or clinical use.

9. EXPORT COMPLIANCE

Purchasers agree to comply with all applicable United States export control laws and regulations.

Products may not be exported, re-exported, or transferred in violation of U.S. export laws, sanctions regulations, or other applicable trade restrictions.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, CeraRoot shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to the purchase or use of its products.

CeraRoot’s total cumulative liability for any claim arising out of or relating to a product shall not exceed the purchase price paid for the specific product giving rise to the claim.

Nothing herein shall limit liability where such limitation is prohibited by law.

11. LIMITATION PERIOD

Any claim arising out of or relating to the purchase or use of CeraRoot products must be commenced within one (1) year from the date the cause of action accrues.

Failure to bring a claim within this period shall permanently bar the claim.

12. DISPUTE RESOLUTION

Any dispute, claim, or controversy arising out of or relating to these Terms, the purchase of products, or the use of CeraRoot products shall be resolved exclusively by final and binding arbitration in the State of California.

The arbitration shall be administered by a recognized arbitration provider under its commercial arbitration rules and conducted before a single arbitrator.

The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own attorneys’ fees and costs unless otherwise determined by the arbitrator.

13. WAIVER OF JURY TRIAL

To the fullest extent permitted by law, both parties knowingly and voluntarily waive any right to a trial by jury in any dispute arising out of or relating to these Terms or the purchase or use of CeraRoot products.

14. CLASS ACTION WAIVER

To the fullest extent permitted by law, all disputes shall be resolved on an individual basis only.

The purchaser agrees not to bring, join, or participate in any class action, consolidated action, collective action, or representative proceeding against CeraRoot.

15. FORCE MAJEURE

CeraRoot shall not be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, governmental actions, supply chain disruptions, labor disputes, transportation interruptions, or public health emergencies.

16. INTELLECTUAL PROPERTY

All trademarks, product names, logos, designs, and materials remain the exclusive property of CeraRoot.

No license or rights are granted except as expressly stated.

17. SEVERABILITY

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MODIFICATIONS

CeraRoot reserves the right to update or modify these Terms at any time. Updated Terms become effective upon publication on this Website.