General T&C's (AGB)

1. Scope and General Provisions

1.1 The following General Terms and Conditions apply to all legal transactions of K Line Europe GmbH, Bonner Straße 203 J-K, 40589 Düsseldorf and its affiliates, including but not limited to any U.S.-based entities (hereinafter referred to as “K Line”), with its contractual partner, hereinafter referred to as “Principal”. Deviating general terms and conditions of the Principal shall not apply. The Principal may be a doctor, technician, distributor, or any entity that assumes responsibility for placing an order to K Line.

1.2 These General Terms and Conditions shall apply to contracts whose subject matter includes products and services to assist doctors (dentists and orthodontists) working in the dental and orthodontic industry in planning and carrying out treatments for dental and jaw malocclusions.

1.3 Agreements made between the contracting parties in individual cases (including subsidiary agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions.

1.4 These provisions shall also apply to all future business relations, even if they are not expressly agreed again. The Principal acknowledges that by continuing to engage with K Line, they accept the latest version of these General Terms and Conditions.

1.5 These General Terms and Conditions apply exclusively and thus to all offers, deliveries and services of K Line to commercial customers as defined in § 14 BGB and clients who are not consumers in the sense of § 13 BGB (German Civil Code).

2. Offer and conclusion of contract

2.1 K Line’s offers are not subject to change and are binding. Offers are made to the best of our knowledge and belief. K Line assumes no liability for the accuracy of the information provided by the Principal. Declarations of acceptance for sending orders to K Line must always be through accepting the terms and conditions of K Line on its digital portal.

2.2 The presentation of individual products in the business premises, the online store, or in brochures or catalogs of K Line does not constitute a legally binding offer. Rather, these are merely non-binding presentations of the products.

2.3 Employees, representatives, and vicarious agents of K Line are not authorized to make verbal subsidiary agreements or give verbal assurances that go beyond the content of the written contract.

3. Scope of services

3.1 Treatment planning begins as soon as K Line has received the required documents from the treating physician or contractual partner, i.e., Principal. A prior case assessment by our dental experts or technicians is performed. The case assessment serves only as a general recommendation to answer questions regarding treatment duration and to determine the required K Line products. The case assessment is neither legally nor medically binding, and K Line assumes no liability for its accuracy or applicability to a specific patient.

3.2 To order a cost estimate, the Principal will send the complete documentation to K Line. An estimate for a treatment plan can be requested from K Line through the online portal. The aforementioned documentation must also include clinical photographs, impressions (impression trays, plaster casts, or digital scans), and a radiograph. However, the Principal may also commission K Line without sending all documents. In this event, the Principal takes full liability for the quality and outcome of the suggested plan by K Line.

3.3 Events of force majeure, which make performance considerably more difficult or temporarily impossible, or obstructions due to lack of cooperation by the Principal, shall entitle K Line to postpone the performance of its service by the duration of the obstruction and a reasonable start-up time. Industrial disputes, pandemics, and similar circumstances shall be deemed equivalent to force majeure, provided they are unforeseeable and severe. The parties shall notify each other immediately of the occurrence of such circumstances.

3.4 The cost of a treatment plan suggestion done by K Line is determined in the agreement with the Principal and may have been binding through a separate supplier agreement or email. The price of the treatment plan suggestion is influenced by type of software used, geography, type of plan request, and speed of service required by the Principal.

3.5 On the basis of the transmitted data or documentation, K Line shall prepare the cost estimate for a corresponding treatment plan proposal and transmit it to the Ordering Principal. This constitutes an offer to conclude a contract for the preparation of an individual treatment plan proposal, including the corresponding clear aligners. K Line shall be bound by this offer for a period of 90 days from the date of the cost estimate.

3.6 The treating dentist can intervene in the treatment planning at any time and comment on and adjust the treatment goals and implementation by means of short descriptions on the portal. K Line will support the Principal in order to grant the best possibility of using K Line products and services based on the information provided. These treatment planning services are provided in particular through the Portal.

3.7 K Line orthodontic treatment appliances are individually manufactured, and only certified materials are used for this purpose.

3.8 After the Principal approves the suggested plan by K Line, it is considered a legally binding order, and the Principal shall bear at all times the medicolegal liability of conducting the treatment plan proposal. K Line shall not bear any medicolegal liability for its suggested treatment plans, and the Principal acknowledges that K Line provides treatment planning as a service only, with final medical decisions resting solely with the Principal.

3.9 If the force majeure event persists for more than 90 days, either party may terminate the contract without liability.

4. Changes or Cancellation of the Order

4.1 Changes and additions to the order must be made in writing on the portal. Unless changes are submitted in writing through K Line’s designated portal, K Line shall proceed with the order and consulting services as originally agreed, without considering any requested modifications.

4.2 K Line reserves the right to decline or cancel any request for Orthodontic Clear Aligners. In case the client decides to cancel any case after initiating the fabrication process, the client will be subjected to the complete/partial payment of that case. K Line's decision will be full and final in determination of the payment regarding any case cancellation.

5. Obligations of the principal to cooperate

5.1 The Principal is obligated to support K Line in good faith and to take all necessary steps within its control to ensure the proper execution of the order. In particular, the Principal must provide all required documents and information in a timely manner if they are essential to fulfilling the order. The Principal shall inform K Line without delay—no later than 24 hours after order approval—of any circumstances that arise during execution and that may impact processing. Failure to provide timely or accurate information shall relieve K Line of any liability for delays or errors resulting from such omissions.

5.2 In principle, any dentist/user may use of K Line's services and products. Certification is not required, however, K Line offers a variety of online courses and lectures by experienced K Line users in order to become certified to use clear aligners for treating malocclusions. 

5.3 Decisions regarding the assessment, diagnosis, planning and adequate treatment of patients are the sole and exclusive responsibility of the Principal The principal’s responsibility for orthodontic treatment expressly extends to the revision, evaluation, modification and confirmation of the K Line proposal as part of treatment planning. It is the principal’s sole responsibility to implement K Line recommendations or to decide whether K Line products and services are suitable for use with a particular patient, for a particular use, or to achieve a particular result.

6. Remuneration

6.1 The prices stated in K Line’s official price lists, quotes, or other communications are for informational purposes only and are non-binding. Only the prices stated in the final cost estimate and confirmed order agreement shall be binding, plus any applicable taxes, packaging, postage, and freight costs.

6.2 Any additional deliveries, modifications, or services requested by the Principal will be charged separately. With regard to packaging, postage, and freight costs, K Line is entitled to choose the most favorable delivery method for the Ordering Party.

6.3 An invoice issued by K Line is due for payment within 14 days of the invoice date without deduction of any discount.

6.4 K Line accepts cash and bank transfer as payment options. For first-time customers, K Line may limit the accepted payment options before accepting the order. K Line does not accept payments from patients.

6.5 K Line is entitled to first offset payments made by the Principal against the Principal’s older debts, and will inform the Principal of the nature of the offsets made. If additional costs and interest have incurred, K Line is entitled to offset the payment first against the costs, then against the interest, and finally against the main service. A payment is only considered to have been made when K Line can dispose of the amount. Offsetting and the assertion of rights of retention are only permissible if the counterclaim of the Principal is undisputed or has been legally established.

6.6 In the event of late or non-payment, K Line reserves the right to charge interest at the statutory rate of 9% above the base rate. Additionally, K Line may suspend ongoing or future services, deliveries, or product access until the outstanding payments are settled.

7. Delivery and performance time

7.1 The cost estimate will take place within 2-3 business days from the receipt of the order confirmation and the complete patient data and dental impressions, unless K Line indicates other delivery times in individual cases. The shipment of the treatment proposal, including the dental splints individually manufactured on this basis, will take place within 10-12 working days, calculated from the conclusion and confirmation of the contract in this regard (by email, fax, or on the portal), unless K Line indicates other delivery times in individual cases.

7.2 If a treatment period of more than 4 months is recommended in the treatment plan proposal, the aforementioned delivery period may only refer to those dental splints whose use is recommended for the first treatment phase. Further deliveries can be made only after K Line has received the patient’s current dental impressions reflecting the course of treatment.

7.3 The delivery of K Line products shall be made free at the carrier shipping point Düsseldorf at the expense and risk of the Customer using the most favorable shipping route at K Line’s discretion. In case of special requests of the Customer, the additional costs will be charged separately.

7.4 Delivery dates or deadlines are only binding if they are expressly marked as binding in writing in the order confirmation.

7.5 The risk of accidental loss and accidental deterioration shall pass to the Customer when the consignment is handed over to the person or company carrying out the transport. If the shipment is delayed at the request of the Customer, the risk of accidental loss and accidental deterioration shall pass to the Customer upon K Line’s notification that the goods are ready for shipment.

7.6 The Customer agrees to comply with all applicable US and international export control laws, trade restrictions, and economic sanctions. K Line is not liable for delays, non-fulfillment, or penalties resulting from regulatory restrictions, export bans, or government-imposed sanctions.

7.7 Incoterms: Unless otherwise expressly agreed in writing, all deliveries are made on an EXW (Ex Works) basis from K Line’s facility in Düsseldorf, Germany, in accordance with Incoterms 2020. Any additional delivery terms or modifications must be agreed upon separately and may incur additional charges.

8. Warranty and liability

8.1 The Principal shall inspect the goods immediately upon receipt, insofar as this is possible in the ordinary course of business, and, if a defect is found, shall notify K Line immediately, at the latest within five working days of receipt. If the Principal fails to make such notification, the goods shall be deemed accepted, unless the defect was not reasonably detectable during the inspection. If such a defect is discovered later, the notification must be made immediately after discovery; otherwise the goods shall be deemed fully accepted. In all other respects, § 377 of the German Commercial Code (HGB) shall apply. The timely dispatch of the notification shall be sufficient to preserve the rights of the customer. The period for asserting claims for defects shall be one year from delivery of the goods.

8.2 The limitation period for claims and rights due to defects in the treatment plan proposal or the dental splints—regardless of the legal reason—is one year. This limitation period also applies to all claims for damages against K Line related to the defect—regardless of the legal basis of the claim. However, the one-year limitation period shall apply with the following provisos:

a) The limitation period does not apply in the event of intent or fraudulent concealment of a defect or if K Line has assumed a guarantee for the quality of the delivery item.

b) The limitation period for claims for damages also does not apply in the event of culpable injury to life, limb, or health; in the event of intentional or grossly negligent breach of duty; in the event of promises of guarantee, if agreed; in the event of culpable breach of essential contractual obligations not consisting in the delivery of a defective item; insofar as the scope of application of the Product Liability Act is opened.

c) The one-year limitation period also applies to the reimbursement of futile expenses. The limitation period for all claims shall commence upon delivery. Unless expressly provided otherwise, the statutory provisions on the commencement, suspension, and recommencement of the limitation period shall remain unaffected. The above provisions apply mutatis mutandis to claims for damages which are not related to a defect. They do not imply a change in the burden of proof to the detriment of the Customer.

8.3 If, in the event of a defect, damages are claimed in lieu of performance and the item is to be repaired, the repair shall be deemed to have failed at the earliest after the second unsuccessful attempt. The right to withdraw from the contract or to reduce the purchase price shall only apply if the defective goods are not replaced within 4 weeks after proper notification of the defect.

8.4 K Line shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. Otherwise, K Line shall only be liable under the Product Liability Act, for injury to life, limb, or health, or for culpable breach of material contractual obligations, e.g., in the event of fraudulent concealment of a defect or warranty promises, insofar as these have been agreed. The claim for damages for the violation of essential contractual obligations shall be limited to the foreseeable damage typical for the contract.

8.5 Even in cases of gross negligence, K Line’s liability is limited to the foreseeable damage typical for this type of contract. Claims for loss of profit, saved expenses, claims for damages by third parties, as well as other indirect and consequential damages cannot be demanded. A change of the burden of proof to the disadvantage of the Customer is not connected with these regulations.

8.6 To the fullest extent permitted by law, any exclusions or limitations of liability that apply to K Line shall also apply to its employees, agents, representatives, and subcontractors.

8.7 K Line shall not be liable for indirect or consequential damages, including but not limited to loss of profits, revenue, or business interruptions, unless caused by intentional misconduct or gross negligence.

8.8 K Line shall not be liable for product outcomes, treatment results, or performance failures arising from:

• Incomplete, inaccurate, or missing documentation provided by the Customer.

• Improper handling, modification, or use of the product by the Customer.

• Failure to follow K Line’s recommendations, instructions, or industry standards.

9. Intellectual property

9.1 The Customer expressly acknowledges and agrees that all intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, proprietary algorithms, software, treatment plans, product designs, workflows, and any other materials created, developed, or provided by K Line (collectively, “K Line IP”) remain the sole and exclusive property of K Line. The Customer shall not, under any circumstances:

• Copy, reproduce, modify, reverse-engineer, decompile, or attempt to derive the source code or underlying technology of K Line’s products, software, or treatment plans.

• Create derivative works, alter, or adapt K Line’s intellectual property without prior written authorization.

• Disclose, share, sublicense, or distribute K Line IP to any third party without explicit written approval from K Line.

• Use K Line’s IP for any purpose other than its intended use as explicitly authorized by K Line.

Any unauthorized use, reproduction, or misappropriation of K Line’s intellectual property shall be considered a material breach of contract and may result in legal action, including but not limited to injunctive relief, monetary damages, and termination of all agreements with the Customer.

10. Data protection

10.1 In the portal of K Line, personal data and sensitive information of customers, patients (former, potential, and current), and physicians, if registered via a customer account on www.klineportal.com, are collected and stored. For patients based in the United States, K Line complies with HIPAA and applicable state privacy laws regarding the collection, storage, and transmission of Protected Health Information (PHI). For customers in California, K Line also adheres to the CCPA, ensuring consumer rights related to personal data access, correction, and deletion. The transfer and processing of personal and health-related data to or by K Line Europe GmbH, as well as the storage of such data by a third party on behalf of K Line, requires the effective consent of the patients concerned. This consent must be given prior to confirmation of the treatment plan. This consent is given by confirming the consent to data collection and data processing in the portal. K Line refers to its Privacy Policy available at: https://www.kline-europe.com/data-privacy.

10.2 K Line assures that personal data of the client will not be passed on to third parties outside our group unless legally obliged or the client has expressly consented in advance. Any disclosure of personal data within the K Line group is justified by a legitimate interest for administrative purposes and does not override the client’s rights under Art. 6 Para. 1 lit f) DSGVO.

10.3 The Customer agrees to keep all confidential information, including proprietary data, designs, and treatment plans, private and not disclose them to third parties without K Line’s prior written consent. In the United States, unauthorized disclosure of patient-related information may result in legal consequences under HIPAA, CCPA, and applicable state laws. K Line reserves the right to terminate contracts and seek legal remedies for breaches of confidentiality obligations.

10.4 K Line reserves the right to transfer and process customer data between internal facilities and third-party service providers to facilitate order processing, quality control, and business operations. Some of these facilities may be outside the EU or USA. For European clients, data storage occurs exclusively within the EU in compliance with GDPR. For U.S. customers, all data transfers comply with HIPAA regulations and are stored in secure HIPAA-compliant facilities within the EU. International customers outside the U.S. and EU may have data stored in K Line’s designated global facilities, provided compliance with local laws.

11. Retention

11.1 Documents sent to K Line become the property of K Line. K Line is not obligated to return these documents. The Principal must keep multiple copies according to professional and contractual dental documentation obligations and retain them for legally prescribed periods. K Line assumes no liability for loss of documents and data due to transmission and processing. The Principal must resend necessary documents to K Line if needed for proper order processing.

11.2 Physical records, including impressions, study models, x-rays, and photographs, will be retained as long as necessary for proper fulfillment of the contractual relationship. Thereafter, records may be destroyed or archived at K Line’s discretion. K Line may use records internally for consultations, continuing education, research, publications, or professional collateral materials, with consent from the Principal or anonymization.

11.3 K Line reserves the right to amend these General Terms and Conditions. Customers will be notified of changes 30 days in advance, and continued use of K Line’s services constitutes acceptance of the updated terms.

11.4 K Line reserves the right to terminate the contract immediately in the event of a material breach by the Customer, including non-payment, unauthorized use of K Line’s IP, failure to comply with U.S. or EU data protection laws, or violation of confidentiality obligations. Termination does not relieve the Customer of prior financial obligations.

12. Written form, place of jurisdiction, applicable law

12.1 The Customer shall not assign or transfer any claims, rights, or obligations under this contract without prior written consent of K Line. Any attempted assignment without authorization shall be void.

12.2 Offsetting or assertion of a right of retention by the Customer shall only be permissible with recognized counterclaims or counterclaims that have become res judicata.

12.3 Amendments, modifications, or supplements to these terms or the contract must be in writing and expressly marked as such.

12.4 The law of the Federal Republic of Germany shall apply. Place of performance and jurisdiction is Düsseldorf. For international transactions, these Terms and Conditions and resulting contracts are exclusively governed by German law.

13. Arbitration

13.1 Any disputes arising under or in connection with this agreement shall first be resolved through mediation or arbitration before pursuing litigation. Arbitration shall be conducted in accordance with the rules of the German Arbitration Institute (DIS).

13.2 Arbitration shall take place in Düsseldorf under German law.

14. Indemnification

14.1 The Customer agrees to indemnify and hold K Line harmless from any third-party claims, including legal fees, arising from the Customer’s use of K Line’s products or services in violation of these terms or applicable laws.