GOLD STANDARD DENTAL LAB LLC
Terms and Conditions
Except as otherwise agreed by Gold Standard Dental Lab LLC (herein called “GSDL”), in writing, these General Terms and Conditions of Sale shall be the entire contract for sale (collectively, the “Contract”).
1.1. The prices are in United States dollars and include only the costs of GSDL’s usual factory quality tests and inspection, and packing in accordance with good commercial practice.
2.1. Delivery dates and times are based on (i) prompt receipt by GSDL of all information necessary to permit GSDL to proceed with work immediately and without interruption, (ii) Buyer’s compliance with the payment terms.
2.2. Upon shipment from GSDL’s Facility, title in the Products and all risk of loss shall pass to Buyer.
2.3. GSDL shall determine the method and routing of all deliveries.
2.4. Cancellations or modifications to the specifications or delivery schedule of Product caused by Buyer may result, in GSDL’s reasonable discretion and based upon amount of work already completed, in pricing adjustments and/or cancellation fees, up to and including the full price of the restoration.
3.1. GSDL shall invoice Buyer upon shipment and such invoices will be due and payable within ten (10) days from date of statement, issued on the last day of each month. In the event that any invoice is not paid when due, GSDL may either suspend deliveries or place customer on COD status. Interest shall accrue on all past-due payments at one and one-half percent (1 1/2%) per month or the highest rate permitted by the laws of the Governing State, whichever is more.
3.2. In the event Buyer fails to make payments as required, Buyer agrees to pay, indemnify and save GSDL harmless from any and all reasonable costs and expenses and attorneys’ fees, court costs, and other associated costs, including but not limited to, costs associated with compromises and judgments arising therefrom, incurred by GSDL.
3.3. Payment shall be made to the address of GSDL as shown on GSDL’s invoice.
4.1. Unless expressly provided otherwise, such as via a New Mexico Non-Taxable Transaction Certificate executed by a Buyer situated within New Mexico, prices set forth in this Contract do not include sales, use, excise, gross receipts, export or similar taxes, which shall be the responsibility of Buyer.
5. PACKING, MARKING AND SHIPPING
5.1. Products shall be prepared, packed and shipped by or on behalf of GSDL in accordance with good commercial practices unless otherwise directed in the purchase order. Buyer agrees to reimburse GSDL for any costs for any non-standard packing, marking or shipping directions contained in the purchase order.
6.1. GSDL shall not be liable for delays in performing its obligations, and GSDL’s deadlines shall be extended, for any delay arising directly or indirectly from (i) acts of nature, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority, war, riot, revolution, civil unrest, delay or defaults of common carriers, fires, strikes, sabotage or epidemics, or (ii) failure or curtailment due to causes beyond GSDL’s reasonable control of GSDL’s usual source of supply, labor, materials, components, facilities, or transportation, including any vendor’s alleged infringement of third party intellectual property rights, or (iii) any other cause beyond GSDL’s control.
7.1. Products completely manufactured as of the effective date of termination shall be delivered to Buyer. For each completed Product delivered, Buyer shall pay to GSDL the contract price. Notwithstanding the foregoing, if GSDL in its sole discretion determines that it can reuse any raw materials and the Buyer does not wish to receive the completed Product, then GSDL will retain the Product and Buyer shall only pay GSDL’s manufacturing charge for the Product.
7.2. Subject to Section 2.4, either party may terminate an order or this Contract in whole or in part, with or without cause, upon written notice to the other party.
8.1 GSDL warrants to Buyer that the Products sold hereunder will be free from defects in material and workmanship, and will comply with the IdentAlloy or IdentCeram certification program, as applicable. This warranty extends for the periods described in Section 8.3 from the date of original purchase. GSDL’s liability and Buyer’s remedy under this warranty are limited to repair or replacement, at GSDL’s election and at GSDL’s expense of Products or parts thereof returned to GSDL’s place of manufacture which are shown to GSDL’s reasonable satisfaction to have been defective; provided that written notice (including by email to email@example.com) of the defect shall have been given by Buyer to GSDL prior to expiration of the warranty period. Unless agreed to otherwise by GSDL and if the shipment originates outside of the greater Albuquerque, New Mexico metropolitan area, Buyer shall be responsible for return freight and insurance charges (for the full product value) to GSDL; GSDL shall be responsible for freight and insurance on return of Products to Buyer. Transportation charges for the reshipment of Products to Buyer and the risk of loss thereof will be borne by GSDL only if returned in accordance with written shipping instructions from GSDL. This warranty shall not apply to repair or replacement necessitated by accident, disaster, improper or inadequate maintenance, unauthorized modification or repairs, or misuse, misapplication or abuse. Further, this warranty shall not apply in the following circumstances:
• If a case fails within the first two months and the doctor deems the original impressions not suitable for obtaining an accurate restoration on the re-make, GSDL reserves the right to evaluate on a case-by-case basis whether there will be a re-make charge.
• GSDL alerted the doctor that there was an issue with the impressions that could prevent GSDL from making an accurate restoration and was told by the doctor to proceed with the case “as-is.”
• We require the original restoration and models in order to assess the problem and provide an appropriate remedy. Re-make requests not accompanied by the original restoration and models may be charged at up to full price; if the original and/or models are returned at a later date, credit will be issued.
8.2. GSDL’s warranty shall be as stated herein in Section 8.1 and shall be in lieu of all other warranties, whether oral, written, express, implied or statutory. GSDL’s warranty obligations, and Buyer’s remedies thereunder, are solely and exclusively as stated herein. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT GSDL IS UNABLE TO REPAIR OR REPLACE THE PRODUCT IN A TIMELY FASHION, OR THE WARRANTY PROVIDED HEREIN OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, BUYER’S RECOVERY OF ANY DAMAGE OR LOSS SHALL BE LIMITED TO THE PRICE PAID FOR THE PRODUCT.
8.3. The warranty described in Section 8.1 shall extend from the date of original shipment for three (3) years for gold and zirconia restorations, one (1) year for ceramic/PFM restorations.
8.4. Products repaired or replaced after the warranty period are warranted for ninety (90) days from the date of shipment.
9. LIMITATION OF LIABILITY
9.1. The total liability of GSDL, and any other agent, division, subsidiary, parent corporation, subcontractor or supplier of GSDL (collectively, “GSDL Indemnified Party”), on any claim, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise, arising out of, connected with, or resulting from the performance or nonperformance of this Contract or from the manufacture, sale, delivery, resale, repair, replacement or use of any Product, shall not exceed the price allocable to the Product which gives rise to the claim. Any such liability shall terminate upon the expiration of the warranty period specified in Article 8.4.
9.2. In no event, whether as a result of breach of contract, warranty, tort (including negligence or patent infringement) or otherwise, shall any GSDL Indemnified Party be liable for any special, consequential, incidental, indirect, punitive or exemplary damages, including, but not limited to, loss or damage to any other equipment at any installation or repair site or aboard any vessel, regardless of the origin, manufacturer, or ownership of the lost or damaged equipment, loss of profit or revenues, loss of use of the Products or any associated equipment, cost of capital, cost of substitute goods, facilities, services or replacement power, downtime costs or claims of Buyer’s customers for such damages.
9.3. If GSDL furnishes Buyer with advice or other assistance which concerns any Product supplied hereunder, the furnishing of such advice or assistance shall not subject any GSDL Indemnified Party to any liability, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise.
10. GENERAL PROVISIONS
10.1. The rights and obligations of the parties hereunder shall be governed in all respects by the law of the State of New Mexico (the “Governing State”), without regard to the Governing State’s choice of law rules. Both parties will attempt to resolve all disputes amicably before resorting to legal action. Any legal action will be brought in a court of competent jurisdiction in the Governing State.
10.2. The assignment of this Contract by either party without the prior written consent of the other party shall be void except that GSDL may assign this Contract upon written notice to Buyer to an entity controlling, controlled by or under common control with GSDL, an entity that acquires GSDL or substantially all of GSDL’s assets. GSDL shall have the right to use contractors in fulfilling its obligations under this Contract.
10.3. Subject to Section 10.6 below, this Contract supersedes all prior offers, negotiations, discussions and writings and constitutes the entire agreement between Buyer and GSDL. Any purchase order, including any prescription form used to purchase Products from GSDL, is subject exclusively to these General Terms and Conditions of Sale. ADDITIONAL OR DIFFERING TERMS OR CONDITIONS PROPOSED BY BUYER OR INCLUDED IN BUYER’S ACKNOWLEDGMENT HEREOF ARE HEREBY OBJECTED TO BY GSDL AND HAVE NO EFFECT UNLESS ACCEPTED IN WRITING BY GSDL. No waiver, modification or amendment of this Contract shall be binding upon GSDL unless made in writing and signed by a duly authorized representative of GSDL.
10.4. The unenforceability of any provision of this Contract shall not affect any other provisions of this Contract, which shall remain in full force and effect. Time is of the essence to this Contract.
10.5. GSDL is an independent contractor in all its operations and activities under this Contract.
10.6. Any inconsistencies in this Contract shall be resolved in accordance with the following descending order or precedence: (i) the terms and conditions of any controlling master agreement between Buyer and GSDL, if applicable, (ii) face of the Purchase Order, as applicable (excluding any general terms and conditions that differ from these General Terms and Conditions of Sale), and (iii) these General Terms and Conditions of Sale.
11.1. The term “Product” or “Products” means the items sold by GSDL and purchased by Buyer pursuant to this Contract.