Oct 15, 2026 ·

1. Introduction

1.1 The website www.ddldental.co.za (the “Site”) is operated by Ascendis Supply Chain (Pty) Ltd, registration number [●], trading as DDL Dental (“DDL Dental”, “we”, “us” or “our”).

1.2 The Site is a trade platform through which we supply dental consumables, instruments, equipment and laboratory materials to dental practices, clinics, hospitals, dental laboratories and other healthcare businesses.

1.3 These Terms and Conditions (“Terms”) govern access to the Site and every order placed through it. Our Privacy Policy, Delivery Policy and Returns Policy, published on the Site, form part of these Terms.

1.4 Where the Customer has signed a credit application or trade account agreement with us, that agreement governs credit and payment. If it conflicts with these Terms, the signed agreement prevails.

1.5 By registering an account, placing an order or otherwise using the Site, the Customer accepts these Terms. The individual who accepts them on the Customer’s behalf warrants that he or she is authorised to bind the Customer.

2. Definitions

In these Terms:

• “Authorised User” means an employee, partner or agent whom the Customer permits to use its account.
• “Business Day” means any day other than a Saturday, Sunday or South African public holiday.
• “Content” means all text, images, data, price lists, software, trade marks and other material on the Site.
• “Customer” or “you” means the practice, clinic, laboratory or other business registered for an account, acting through its Authorised Users.
• “Order” means a request by the Customer to purchase Products through the Site.
• “POPIA” means the Protection of Personal Information Act 4 of 2013.
• “Products” means the goods and related services offered on the Site.
• “Registered Professional” means a person registered with the Health Professions Council of South Africa, the South African Dental Technicians Council or another statutory body that authorises the use of the Product concerned.

3. Eligibility and trade accounts

3.1 The Site is for business use only. We do not sell Products to members of the public for personal or household use.

3.2 To open an account, the Customer must provide its registered name, company or practice registration number, VAT number (if registered), BHF practice number or laboratory registration where applicable, delivery and billing addresses, and the details of a responsible contact person.

3.3 We may verify any information supplied, request supporting documents, and decline, suspend or close an account at our discretion.

3.4 The Customer must keep its account information complete, accurate and current, including any change in ownership, registration status or banking details.

3.5 The Customer acknowledges that it purchases in the ordinary course of its business. Where the Consumer Protection Act 68 of 2008 applies to the Customer, nothing in these Terms limits any right the Customer has under that Act that may not lawfully be limited.

4. Authorised Users and account security

4.1 The Customer decides who its Authorised Users are and is responsible for their conduct on the Site.

4.2 The Customer must keep login details confidential and must promptly remove access for any Authorised User who leaves its employ or is no longer authorised.

4.3 Every Order placed through the Customer’s account is deemed authorised by the Customer, and the Customer is liable to pay for it, until the Customer notifies us in writing that its account has been compromised.

5. Orders

5.1 An Order is an offer to buy. It is accepted only when we dispatch the Products or issue a tax invoice, whichever happens first. An automated order acknowledgement is not acceptance.

5.2 We may decline or cancel an Order, in whole or in part, or limit quantities, including where Products are unavailable, a pricing or description error has occurred, the Customer’s credit limit would be exceeded, or we cannot verify the Customer’s details or eligibility.

5.3 If we cancel an Order that has been paid for, we will refund the amount paid for the cancelled Products within [10] Business Days.

5.4 The Customer’s own purchase order terms do not apply, even if referred to on a purchase order, unless we agree to them in writing.

5.5 The Customer may cancel an Order by notice to us before it is dispatched. Special-order, made-to-order and imported indent items cannot be cancelled once ordered from the supplier.

6. Pricing, payment and credit

6.1 Prices are in South African Rand and exclude VAT unless stated otherwise. Delivery charges are shown at checkout.

6.2 Contract or account-specific pricing may apply to the Customer. Such pricing is confidential and may not be disclosed to third parties.

6.3 Prices may change without notice. The price that applies is the price on the Site when the Order is accepted, subject to the correction of obvious errors.

6.4 Cash customers must pay in full before dispatch using a payment method offered on the Site. Account customers must pay in accordance with their approved credit terms, failing which within [30] days from date of statement.

6.5 If any amount is not paid on its due date, we may charge interest at [the prime lending rate plus 2%] per year, or the maximum rate permitted by law if lower, suspend the account and withhold further deliveries.

6.6 The Customer must pay all costs we incur in recovering overdue amounts, including legal costs on the attorney and own client scale and collection commission, whether or not legal action is instituted.

6.7 The Customer may not withhold or set off any amount owed to us against any claim it has against us.

6.8 Ownership of Products passes to the Customer only on payment in full. Risk passes on delivery.

6.9 A certificate signed by our financial manager or credit manager stating the amount owed by the Customer is sufficient proof of that amount unless the Customer proves otherwise.

7. Delivery, returns and professional-use products

7.1 Delivery is made in accordance with our Delivery Policy. Delivery dates are estimates, and we are not liable for delays outside our reasonable control.

7.2 The Customer must inspect Products on delivery and report any shortage, damage or incorrect item within [2] Business Days. A signed proof of delivery is evidence that the Products were delivered in good order unless a discrepancy is reported within that period.

7.3 Returns are accepted only in accordance with our Returns Policy and with a return authorisation number. Opened sterile items, temperature-sensitive products, special-order items and products near or past expiry cannot be returned unless defective.

7.4 Manufacturers’ warranties are passed on to the Customer. Warranty claims must be submitted through us, and we will process them with the manufacturer.

7.5 Products are intended for use by appropriately qualified persons. Certain Products, including scheduled substances and medical devices regulated by the South African Health Products Regulatory Authority, are supplied only to Customers authorised by law to acquire them. We may request proof of a Registered Professional’s registration before supplying such Products.

7.6 The Customer is solely responsible for the clinical selection and use of Products, for following the manufacturer’s instructions for use and storage, and for complying with all laws that apply to its practice. The Customer may not resell regulated Products to any person not authorised to acquire them.

8. Product information

8.1 Product descriptions, images and specifications are largely supplied by manufacturers. We take reasonable care to present them accurately but do not warrant that they are complete, current or error-free.

8.2 Information on the Site is not clinical advice. The Customer must rely on the manufacturer’s instructions for use and its own professional judgement.

8.3 We may correct errors in descriptions, pricing or availability at any time, including after an Order has been placed, and may cancel any affected Order in terms of clause 5.2.

9. Personal information

9.1 We process personal information in accordance with POPIA and our Privacy Policy.

9.2 Where the Customer gives us personal information about its owners, staff or Authorised Users, it warrants that it is entitled to do so and has informed them as POPIA requires.

9.3 The Site is not designed to receive patient information. The Customer must not upload or submit patient personal or health information unless a specific Site feature is designated for that purpose.

9.4 We may share personal information with credit bureaus for credit vetting and account management where the Customer has applied for credit, and with regulators and law enforcement authorities where the law requires.

9.5 We may send trade and product communications to Authorised Users. Any recipient may opt out of marketing messages at any time using the link in the message or by contacting us.

10. Intellectual property

10.1 The Content and the Site’s look and feel belong to ASC, its affiliates or licensors and are protected by South African and international law. Manufacturers’ trade marks remain the property of their owners.

10.2 Except as allowed in clause 11, no Content may be copied, reproduced, distributed, sold or otherwise exploited without our prior written consent.

10.3 This clause and clause 15 are stipulations for the benefit of our affiliates and licensors (stipulatio alteri), which they may accept at any time by written notice to the Customer.

11. License to use the Site

11.1 We grant the Customer a limited, revocable, non-exclusive and non-transferable license to use the Site for the purpose of researching and buying Products from us for its business.

11.2 The Customer may not:

• frame the Site or any part of it;
• republish, redistribute or sell any Content, including price lists, except as needed to place and process Orders internally;
• use robots, spiders, scrapers or similar tools to extract data from the Site;
• modify, reverse engineer or create derivative works from the Site or Content;
• use our name or trade marks in meta tags or hidden text; or
• take any action that places an unreasonable load on our infrastructure.

11.3 The Customer may link to the Site’s home page, provided the link does not suggest an endorsement, partnership or affiliation that does not exist. We may require any link to be removed.

11.4 The licence ends automatically if the Customer breaches these Terms.

12. Acceptable use

The Customer may not use the Site to:

• act unlawfully or help others to do so;
• infringe our or anyone else’s intellectual property rights;
• submit false, misleading or incomplete information, or impersonate any person or business;
• upload viruses or other harmful code, or interfere with the Site’s security;
• collect personal information about other users; or
• harass, defame or discriminate against any person.

13. Third-party links and feedback

13.1 The Site may link to manufacturers’ and other third-party websites and tools. We do not control them, do not endorse them and are not responsible for their content, products or privacy practices. Use of them is at the Customer’s own risk and on their own terms.

13.2 Any feedback, suggestions or ideas the Customer sends us are non-confidential. We may use them freely and without payment, and the Customer warrants that it is entitled to share them.

14. Warranties and limitation of liability

14.1 The Site is provided “as is” and “as available”. We do not warrant that it will be uninterrupted, secure or free of errors or viruses.

14.2 Apart from manufacturers’ warranties passed on under clause 7.4 and any warranty that cannot be excluded by law, all warranties regarding the Products, express or implied, are excluded.

14.3 We are not liable for any indirect, special or consequential loss, including loss of profit, loss of patients or goodwill, business interruption, or loss of data, however caused.

14.4 We are not liable for any loss arising from the use of a Product contrary to the manufacturer’s instructions, from improper storage, or from the Customer’s negligence.

14.5 Our total liability for any claim arising from an Order is limited to the price paid for the Products giving rise to the claim. Our total liability for any other claim arising from use of the Site is limited to [R●].

14.6 Nothing in these Terms limits our liability for fraud or gross negligence, or any liability that cannot lawfully be limited.

14.7 Any claim against us must be instituted within one year after the cause of action arose.

15. Indemnity

The Customer indemnifies us, our affiliates and licensors against all loss, damage and costs, including legal costs on the attorney and own client scale, arising from any third-party claim (including a claim by a patient) caused by the Customer’s use of the Products or the Site, or by the Customer’s breach of these Terms.

16. Dispute resolution

16.1 A party wishing to declare a dispute must notify the other party in writing. Senior representatives of both parties must meet within 10 Business Days to try to settle it within a further 15 Business Days.

16.2 If the dispute is not settled, it must be referred to mediation under the rules of the Arbitration Foundation of Southern Africa (“AFSA”).

16.3 If mediation fails, either party may refer the dispute within 15 Business Days to expedited arbitration under AFSA’s rules. The arbitration will be held in English in Johannesburg before a single arbitrator agreed by the parties or, failing agreement within 10 Business Days, appointed by AFSA. The award is final and binding.

16.4 This clause does not prevent either party from seeking urgent interim relief from a court, and it does not apply to the recovery of undisputed or liquidated amounts owed to us, which we may pursue in any competent court.

16.5 This clause survives the termination or invalidity of these Terms.

17. Governing law and jurisdiction

17.1 These Terms are governed by the law of the Republic of South Africa.

17.2 The Customer consents to the jurisdiction of the Magistrates’ Court having jurisdiction over it under section 45 of the Magistrates’ Courts Act 32 of 1944, even if the amount claimed exceeds that court’s jurisdiction. We may instead institute proceedings in any High Court having jurisdiction.

18. Notices and domicilium

18.1 The Customer agrees to receive notices, invoices, statements and other communications from us electronically. Electronic communications satisfy any legal requirement that they be in writing.

18.2 We choose as our domicilium citandi et executandi [physical address] and as our address for email notices [legal@ddldental.co.za]. The Customer chooses the physical and email addresses recorded on its account.

18.3 A notice delivered by hand is deemed received on delivery. A notice sent by email is deemed received on the first Business Day after sending, unless the sender receives a delivery failure message.

18.4 Either party may change its addresses by written notice to the other.

19. Force majeure

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including supplier or manufacturer shortages, import or customs delays, load-shedding, strikes, civil unrest, natural disasters, epidemics and acts of government.

20. General

20.1 These Terms, the policies referred to in them and any signed trade account agreement are the entire agreement between the parties regarding their subject matter.

20.2 We may amend these Terms by publishing the amended version on the Site and notifying account holders by email. Amendments apply to Orders placed after the effective date and do not affect Orders already accepted. Continued use of the Site after that date constitutes acceptance.

20.3 We may cede, assign or delegate any of our rights or obligations under these Terms. The Customer may not do so without our prior written consent.

20.4 No relaxation or indulgence we grant the Customer waives any of our rights.

20.5 Nothing in these Terms creates a partnership, agency or joint venture between the parties.

20.6 If any provision is invalid or unenforceable, it is severed and the remaining provisions continue in full force.

20.7 Clause headings are for convenience only and do not affect interpretation.

20.8 These Terms were last updated on [date]. Queries may be sent to [info@ddldental.co.za].