MASTER TERMS AND CONDITIONS OF SALE
These Master Terms and Conditions (“Terms”) apply to the sale or use of all dental CAD/CAM equipment (collectively “the Equipment”), accompanying software (“Software”), materials (“Materials”), parts (“Parts”) and services (“Services”) (all of which are collectively referred to as the “Product” or “Products”) sold by DentCore, Inc. and/or its affiliates (collectively “DentCore”) to any entity or individual (“Customer”).
1. Agreement. All orders accepted by DentCore are governed by these Terms. They are incorporated into, and are a part of, each
quotation, invoice, requisition, purchase order (except as to any terms and conditions included in a purchase order issued by Buyer), work order, shipping instruction, specification or any other document relating to the sale of the Products, all of which collectively constitute the entire agreement (the “Agreement”) between the parties with respect to the Products. Any representation or submission, in any form, that conflicts with or modifies any terms of this Agreement is expressly rejected unless agreed to in writing by DentCore.
2. Payment Terms. Unless otherwise approved by DentCore in writing, payment terms for the Equipment are: (i) 50% initial down payment upon issuance of the purchase order & (ii) 50% upon preparation for shipment. Customer is responsible for all applicable sales, use or other taxes or duties imposed upon the transaction and will provide DentCore with appropriate documentation of any exemption if applicable. Customer will be assessed 1.5% per month interest on all overdue amounts. Customer may not suspend, setoff payment or otherwise deduct any amounts it claims it is owed by DentCore. Customer is responsible for all costs (including reasonable attorneys’ fees) incurred by DentCore in collecting overdue payments and/or retaking possession of Products for which payment is overdue. Once an order has been accepted by DentCore, all cancellations are subject to a twenty-five percent (25%) cancellation fee, taken off the entire invoice amount, regardless of whether the Equipment had not yet been shipped, was in transit or was at Customer’s facility but not yet installed.
3. Chargebacks. Returns and refunds may only be made through DentCore’s specified return process. Once processed, credit card
payments are irrevocable and undisputable and may not be charged back under any circumstance.
4. Delivery. Delivery is F.O.B. DentCore’s facility on or about the shipping date identified in the purchase order. The parties agree that “F.O.B. DentCore’s facility” means that title and risk of loss pass to Customer at the shipping dock of DentCore or its supplier or
authorized shipping agent. DentCore will prepay all shipping costs (including insurance), and will invoice Customer for reimbursement. All delivery dates are estimates only. DentCore will use its best efforts to give Customer notice of any shipping delays; however, DentCore is not liable for any damages caused by delay in delivery, and delay is not grounds for rescission or cancellation of this Agreement.
5. Installation. If required, DentCore will install the Equipment (and all Software) during normal business hours in accordance with
DentCore’s specifications at the site designated by Customer (“Installation Site”). Customer is responsible for: a. providing DentCore
with unencumbered access to the Equipment and all associated computer systems as needed for installation or service; b. preparation of the Installation Site; and c. any special requirements such as storage, drayage, craning or building modification. DentCore will perform all assurance testing on the Equipment and Software at the Installation Site. Unless otherwise specifically agreed, installation is deemed complete upon execution of a Customer Acceptance Protocol Agreement (“CAPA”).
6. Returns. Customer may return any Equipment purchased under this Agreement to DentCore provided that such equipment is properly packaged, shipped to DentCore within thirty (30) days of the execution of the CAPA, undamaged and in saleable condition. All returns will be assessed a restocking fee of twenty-five percent (25%) of the total invoice amount. All returns of credit card purchases are subject an additional 4% fee. All returned products will be inspected by DentCore. Any damage to the returned products will result in an additional fee which, in the sole and reasonable opinion of DentCore, is sufficient to compensate for such damage.
7. Confidential Information. The Parties agree to hold in strict confidence the terms of this Agreement and all information provided in connection with the performance of their respective obligations under it, including without limitation, financial information and pricing, except to the extent that disclosure is required by applicable law. The parties acknowledge that a breach by a party of this Section 7 will result in the presumption of irreparable harm, which must be rebutted by the breaching party. Actions to enforce this section shall not be subject to Arbitration under Section 10 of this Agreement.
8. Security Interest. As security for payment of all amounts due, Customer grants DentCore a purchase money security interest in all Equipment sold under this Agreement. DentCore maintains all rights of a secured party under the Uniform Commercial Code with respect to the Equipment. Customer appoints DentCore as its attorney-in-fact with authority to take actions it deems reasonable and necessary to perfect the above security interest in all applicable jurisdictions.
9. Intellectual Property. All intellectual property rights in the Products belong to the DentCore or the applicable third party owner of such rights. Nothing in this Agreement shall operate to transfer any intellectual property rights to Buyer beyond the specific licenses granted herein.
10. Arbitration and Applicable Law. Unless otherwise stated herein, all disputes arising out of this Agreement that cannot be resolved by negotiation of the parties shall be subject to arbitration by one or more arbitrators appointed in accordance with the American Arbitration Association. Any arbitration shall be held in the area of Northern Virginia and will be governed by the laws of the State of Virginia. The decision of the arbitrator(s) will be final and binding to the extent permitted by law. Either party may enter judgment on the arbitration award in the Prince William County Circuit Court, or if jurisdiction is appropriate, the United States District Court for the Eastern District of Virginia. At its sole discretion, DentCore, may forego mandatory arbitration and instead seek a collection action to recover any monies owed by Customer for Products purchased under this Agreement.
11. Force Majeure. For purposes of this Agreement, “Force Majeure Event” means any event or circumstance, regardless of whether it was foreseeable, that: (a) was not caused by a party and, (b) prevents that party from complying with any of its obligations under this Agreement (other than an obligation to pay money). If a Force Majeure Event occurs, the party that is prevented from performing (the “Nonperforming Party”) will be excused from performing those obligations rendered un-performable by the Force Majeure Event. Upon occurrence of a Force Majeure Event, the Nonperforming Party shall promptly notify the other party of occurrence of the Force Majeure Event, its effect on performance, and how long that party expects it to last. Thereafter, the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure Event, the Nonperforming Party shall use reasonable efforts to limit damages to the Performing Party and to resume its performance under this Agreement.
12. Limitations Period. Any action against DentCore arising from the sale of the Products or any alleged breach of this Agreement must be commenced within six (6) months after the cause of action has accrued regardless of any contrary statute of limitations.
13. Waiver and Severability. If either Party fails to perform an obligation under this Agreement, such nonperformance shall not affect the other Party’s right to enforce performance at any time of any other obligation. Waiver of any remedy or breach of any subject matter contained in this Agreement shall not be viewed as a waiver of full compliance unless agreed by the parties in writing. Each provision of this Agreement is separate and independent of the other, and the unenforceability of any one provision will not affect the enforceability of any other. If any provision is held to be excessively broad or unenforceable, such provision shall be modified by the tribunal making such a holding so that it is enforceable to the fullest extent allowable by law.
14. Final Agreement. This Agreement represents the entire agreement and understanding between the parties with respect to its subject matter, and it supersedes any and all prior or contemporaneous discussions, agreements, and understandings relating to the issues addressed herein.
15. Amendments. Any modifications to this Agreement must be in writing and be signed by a representative with full authority to bind the party.
16. Cumulative Rights. The rights and remedies provided in this Agreement are not exclusive, but are cumulative upon all other rights and remedies to the full extent allowed by law.
17. Notices. Any required notices to Customer will be delivered to the address listed in the applicable purchase order. Notices to DentCore shall be sent to: 7000 Infantry Ridge Rd. #203 Manassas, VA 20109. All notices shall be sent by prepaid registered or certified mail.
18. Miscellaneous. Upon a material breach of this Agreement by Customer, in addition to all other rights and remedies available to it, DentCore may terminate this Agreement and/or all licenses granted by it.