1. Interpretation
Reference in these terms of:1.1 “the Company” shall mean MIA HEALTH TECHNOLOGIES, Registration number 2021 / 832044, 07;
1.2 “the Customer” shall mean the party with whom this agreement is concluded with by The Company;
1.3 “the Product” shall mean any product sold or services rendered by the Company to the Customer in terms of this agreement, including but not limited to, clear orthodontic aligners and treatment planning;
1.4 “agreement” shall mean any contract between the Company and the Customer for the supply of products or services arising from the Company accepting an order from the customer.
2. Application
2.1 The terms of this agreement shall apply to and in conjunction with every other agreement between the Company and the Customer;
2.2 For avoidance of confusion, the specific terms and conditions already outlined in existing agreements between the Customer and Company will continue to apply. Where there is any inconsistency between this agreement and any existing agreements, the terms of this agreement shall prevail.
3. Ownership
3.1 It is acknowledged by the Customer that all clear orthodontic aligner products supplied by the Company are custom-manufactured medical devices, created specifically for the individual patient designated by the Customer at the time of ordering. As such these products are:
- 3.1.1 Manufactured on a bespoke, non-refundable basis;
- 3.1.2 Not suitable for resale or repurposing;
- 3.1.3 Not eligible for cancellation once the planning and manufacturing of the Product has commenced.
3.2 Given the above nature of the Product, the Company will not accept returns, exchanges, or claims for refund of the Product for any reason, including, but not limited to, patient non-compliance, cancellation, or patient dissatisfaction.
3.3 Ownership of the Product shall pass to the Customer upon dispatch from the Company’s manufacturing facility. The customer shall be regarded as the full and exclusive owner of the product at the point of dispatch, regardless of patient follow-through or payment status.
4. Payment Obligations and Liability
4.1 Each order submitted by the Customer constitutes a binding purchase request. Once accepted by Mia Aligners, the Customer is immediately liable for the full cost of the order, including for the manufactured goods and other services, subject to the provision of this Agreement.
4.2 The Customer acknowledges that patient withdrawal, delay, or dissatisfaction does not affect the enforceability of payment obligations, the validity of the invoice, or the Customers liability under this agreement.
4.3 The Company shall issue tax-compliant invoices in accordance with all orders submitted. Any invoice disputes must be raised in writing within 7 (seven) calendar days of the invoice or statement date. Thereafter, all invoices shall be deemed valid and binding.
4.4 Payment not received within the agreed credit period shall accrue interest at 2% per month, or the maximum permissible rate under applicable law, whichever is greater.
4.5 Interest is calculated daily and compounded monthly from the due date of the payment.
5. Breach and Default
5.1 The Customer shall be deemed in breach of this agreement if any of the following occur:
- 5.1.1 The Customer fails to make full payment on any invoice by the due date;
- 5.1.2 The Customer fails to adhere to agreed credit terms or payment arrangements;
- 5.1.3 The Customer provides false or misleading information in the credit application;
- 5.1.4 The Customer attempts to cancel, dispute payment, or return aligners already in production or dispatched;
- 5.1.5 The initiation of liquidation, sequestration, business rescue, or debt restructuring proceeds by or against the Customer;
- 5.1.6 The Customer conduct gives the Company a reasonable opinion that the covery of amounts owed are at risk.
5.2 In the event of breach, the Company shall be entitled, without prejudice to any other rights, to:
- 5.2.1 Demand immediate payment of all outstanding amounts, including those not yet due (acceleration of debt);
- 5.2.2 Suspend or cancel the Customer’s access to credit terms and require all future orders to be settled on a cash-before-delivery (CBD) basis;
- 5.2.3 Suspend fulfilment of any pending orders;
- 5.2.4 Commence legal proceedings to recover outstanding debts, including costs on an attorney-and-own-client scale;
- 5.2.5 List the Customer with one or more credit bureaus or recovery agencies;
- 5.2.6 Recover interest, damages, and administrative charges associated with recovery efforts.
6. Right to Allocate Payments
The Company reserves the right, in its sole discretion, to allocate any payment received from the Customer to:
6.1 The oldest outstanding invoice;
6.2 Any interest or fees accrued;
6.3 Any specific debt as deemed appropriate by the Company
7. Indulgence and Non-Waiver
Any indulgence, extension, or delay by the Company in eforcing it’s rights, as governed by this Agreement, shall not:
7.1 Constitute a waiver of those rights;
7.2 Be interpreted as a variation of this Agreement;
7.3 Prevent the Company from enforcing this Agreement in full at any time.
8. Consent and Authorisation
8.1 In terms of the Protection of Personal Information Act 4 of 2013 ("POPIA"), the Customer and all signatories (including sureties) hereby:
- 8.1.1 Consent to the Company collecting, storing, and processing personal and business information contained in this application;
- 8.1.2 Acknowledge that such processing is necessary to:
- 8.1.2.1 Access and manage the Customer’s credit risk;
- 8.1.2.2 Administer the credit amount;
- 8.1.2.3 Enforce any contractual rights under this Agreement.
8.2 The Company undertakes to:
- 8.2.1 Protect the confidentiality and integrity of personal information in its possession;
- 8.2.2 Only retain such data for as long as legally or operationally required;
- 8.2.3 Provide the data subject access to their records upon written request.
8.3 The Customer (and any natural person signing on its behalf) further authorises the Company to:
- 8.3.1 Conduct credit checks with registered credit bureaus or financial institutions;
- 8.3.2 Contact trade references and banking partners listed in this application;
- 8.3.3 Report payment history, account conduct, or defaults to credit bureaus or relevant parties;
- 8.3.4 Share relevant information with affiliates, professional advisors, and collection partners for purposes of account administration or enforcement.