By submitting this order form (“Agreement”) to Spectrum Killian Dental Lab Alliance (“SKDLA”), Customer agrees that your purchase of the goods described herein
(the“Products”) is subject to the terms and conditions herein. These terms and conditions may not be modified, superseded or waived except by a written instrument
signed by Customer and an authorized representative of SKDLA. Any conflicting or additional terms and conditions contained or referenced in any purchase order or
other document Customer submit to SKDLA shall be of no force or effect.
1. Customer Order is subject to acceptance by SKDLA in its sole discretion. In deciding whether to accept an order, SKDLA may consider Customer
creditworthiness. Orders shall be deemed accepted by SKDLA only upon its written confirmation or shipment. Upon SKDLA acceptance of your Order, the prices set
forth in such Order will be firm. Until an Order has been accepted, prices provided by SKDLA will be subject to change without notice. Products described in a price
list or quotation may not be available at a particular time.
2. No changes in the type, specifications or quantity of Products ordered by Customer will be made unless and until SKDLA consents to such changes
and adjusted or reconfirmed prices are agreed upon. Unless an agreement, affirmation, modification or cancellation of an accepted order, representation or warranty
is specifically agreed to in writing by an authorized representative of SKDLA, it does not form part of the basis of any agreement between Customer and SKDLA and
shall not be enforceable.
3. Payment of the stated invoice price is due in full immediately upon receipt of the Product. Amounts outstanding thirty (30) days shall thereafter bear
interest at the lesser of 1.5% per month (18% annually) or the maximum interest rate allowed by applicable law. Customer shall be responsible for all costs of
collection, including attorney’s fees and costs. If Customer order is cancelled for any reason before shipment, Customer shall pay to SKDLA all costs and losses it
incurs due to such cancellation.
4. Customer has the right to inspect Products prior to acceptance. However, your failure to provide SKDLA with written notice of any defect and return
a Product to SKDLA within thirty (30) days after receipt shall constitute acceptance. Other forms of acceptance include, but are not limited to, installing a Product in a
patient’s mouth or requesting any change of shade, preparation, bite or design modification.
5. Customer agrees that it is customary in the aesthetic dental industry for goods to be adjusted and/or modified by a dental laboratory on more than
one occasion. Customer further agree to give SKDLA a reasonable period of time and opportunity to make changes to a Product to meet the specifications described
in Order. Should SKDLA fail to provide a satisfactory Product within a reasonable period of time, the sole and exclusive remedy is limited to: (a) the return of the
Product and receipt of a refund of the amount Customer paid for the Product, or (b) at SKDLA’s election, replacement of the Product pursuant to the Limited Warranty
in Paragraph 8 below.
6. If Customer requests the restoration, repair or replacement of the Product, Customer shall return to SKDLA the Product and all related items
including, but not limited to, original impressions, models, and restorations. Customer acknowledges and agrees that SKDLA must have the original Product and
other aforementioned items in order to assess possible restoration, replacement or repair options. Customer shall pay SKDLA for its services at its current applicable
rates for the restoration, repairs, or replacement in the event that Customer request changes to the Product that were not included in your initial order.
7. Customer must thoroughly and carefully clean all blood and saliva from all materials used in the mouth including, but not limited to, the Product, and
Customer must also disinfect all of these items after they are returned to by SKDLA before placing them in patient’s mouth.
8. LIMITED WARRANTY: SKDLA warrants to Customer that, subject to the exclusions and conditions described herein, it will, at its sole option, repair,
replace or refund the original purchase price paid for any Products which are defective in materials or workmanship under normal use and care. This limited warranty
shall apply only to defective Products which are reported to SKDLA within the applicable warranty period and which, upon examination by SKDLA, prove to be
defective. The applicable warranty periods for the Products are as follows: (a) seven (7) years for porcelain to metal, all porcelain, all metal, single-unit inlay, onlay
and crown composite resin final prosthetics (excluding mutually opposing implant-supported full arch bridges), milled implant bars, and screw-retained titanium or
zirconia abutments (excluding abutments with angulations greater than 20 degrees); (b) five (5) years for composite resin bridges (excluding Maryland and inlay/
onlay bridges); (c) one (1) year for dentures and partials including screw-retained dentures but excluding immediate dentures and partials; (d) six (6) months for
thermoformed appliances and splints if the failure is due to defects in materials or workmanship, provisionals, composite resin Maryland and inlay/onlay bridges; and
(e) thirty (30) days for immediate dentures and partials, flippers, retainers, surgical and radiographic guides, and all other dental devices. This warranty does not
cover Product defects existing upon delivery which were known or should have been known to Customer but were not disclosed to SKDLA within thirty (30) days after
delivery or Products which have been (i) improperly used or used in an application other than that intended, (ii) modified or repaired without SKDLA’s approval, or (iii)
subjected to neglect, accident, damage due to accident, fire, water, vandalism or other casualty or improper storage, installation or application. If SKDLA requests,
Customer shall return the defective Products to SKDLA at your expense. If SKDLA elects to replace defective Products, SKDLA shall ship such Products as promptly
as reasonably possible. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY LAW,
CUSTOM OR CONDUCT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR
PURPOSE. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS AND REMEDIES. IN NO EVENT
SHALL SKDLA BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. CUSTOMER WILL NOT EXTEND GREATER
WARRANTIES TO PATIENT ON BEHALF OF SKDLA.
9. IF SKDLA BREACHES ANY PROVISION HEREOF, SKDLA’S LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE FOR THE
PRODUCTS, LESS THE PURCHASE PRICE FOR ANY PRODUCTS DELIVERED TO AND ACCEPTED BY CUSTOMER. IN NO EVENT SHALL SKDLA BE
LIABLE TO ANYONE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR (i) ITS BREACH OF ANY PROVISIONS HEREOF,
INCLUDING, WITHOUT LIMITATION, PROVISIONS REGARDING WARRANTIES, GUARANTEES, AND/OR INDEMNITIES; OR (ii) ANY CLAIMS BY CUSTOMER
CONCERNING THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES ATTRIBUTABLE TO DELAYS IN REPLACING PRODUCTS,
THE COSTS OF REMOVAL AND REINSTALLATION OF PRODUCTS, LOSS OF GOODWILL, LOSS OF PROFITS AND/OR LOSS OF USE. IN THE EVENT
CUSTOMER MAKE ANY CLAIMS CONCERNING THE QUALITY OF OR DEFECTS IN ANY PRODUCTS, CUSTOMER WILL PERMIT THE PRODUCTS IN
QUESTION TO BE INSPECTED BY SKDLA. FAILURE TO PERMIT SUCH INSPECTION WILL CONSTITUTE A WAIVER OF YOUR CLAIM AND WILL RELIEVE
SKDLA OF ANY LIABILITY FOR SUCH CLAIM. CUSTOMER UNDERSTAND THAT ANY SETTLEMENT OR RESOLUTION OF YOUR CLAIMS CAN ONLY BE
AGREED TO BY AN AUTHORIZED REPRESENTATIVE OF SKDLA.
10. Customer shall indemnify, defend and hold SKDLA and its officers, directors, and employees harmless from and against any and all claims, liabilities,
damages, debts, settlements, costs, attorney’s fees and costs of any kind or nature relating to or arising from your negligence or misconduct.
11. Products will be shipped from SKDLA’s facilities by common carrier, unless SKDLA and Customer agree in writing to other arrangements before the
date of shipment. SKDLA shall not incur any shipping costs unless otherwise agreed upon in writing with Customer. Customer shall be responsible for all shipping
costs and SKDLA shall bill Customer for any incurred shipping expenses. Customer shall bear the cost of returning any Products to SKDLA. SKDLA shall not be
responsible for any lost Products or damage to Products occurring during the shipment.
12. The Agreement set forth herein shall be construed under and governed by the laws of the State of California. All disputes hereunder between
SKDLA and Customer, which are not otherwise resolved, shall be resolved in a court of competent jurisdiction for Irvine, California. Customer hereby consent to the
jurisdiction of such court or courts and agree to appear in any such action upon written notice thereof. No action arising out of, or in any way connected with this
Agreement, the Products sold hereunder, or any services rendered by SKDLA may be brought by Customer more than one (1) year after the cause of action has first
accrued.
13. In the event of any dispute or litigation arising hereunder, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs.
14. If any provision of this Agreement is held invalid, unenforceable or void by a court of competent jurisdiction, this shall not affect the validity of any
remaining provisions of this Agreement. This Agreement shall be reformed and continue as if such invalid, inoperative or unenforceable provision had never been
contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted.
15. A waiver by SKDLA of a breach of any provision hereof shall not be deemed a waiver of any subsequent breach by Customer of the same provision
or a waiver of any other provision. In addition, no waiver by SKDLA of any breach of any provision of any other contract with any party shall be deemed a waiver of a
breach of any similar provision of this Agreement.
16. In addition to any excuse provided by applicable law, SKDLA shall be released from its obligations to perform hereunder in the event of
circumstances beyond it reasonable control, whether or not foreseeable, including, but not limited to, labor disturbance, war, terrorism, fire, accident, natural disaster,
inability to obtain materials, government act or regulation.
