Definitions: 

The “Seller” means INOVADENT™;

The “Buyer” means the customer of INOVADENT™;

The “Terms” and “Contract” means the Terms and Conditions of Sale, which is a legally binding agreement for the sale of Products by the Seller to the Buyer;

The “Product(s)” means goods of any description forming the subject matter of this contract including parts, components and ingredients of any material incorporated into the Product.

Scope: These Terms shall apply to all quotations, offers and sales made by the Seller to the Buyer except to the extent the Terms conflict with any Sales Agreement signed by the Seller and the Buyer, in which case the Sales Agreement shall govern.

Acceptance: The Seller expressly conditions its sale of Products on the Buyer’s assent to the Terms notwithstanding any differences, additions or conflicting terms contained in any purchase order or other terms proposed by the Buyer. Buyer must review acknowledgment for accuracy, and notify Seller immediately of any discrepancies. Buyer’s acceptance of any delivery of Product or payment for Product shall constitute the Buyer’s acceptance of the Terms.

Price: All quotations and order acknowledgments, whether written, verbal, electronic or facsimile are based on today’s costs. In the case of annual purchase orders, the Seller reserves the right to notify the Buyer of price changes if costs vary significantly (by more than 5%) prior to order completion. Prices exclude all freight, insurance, delivery charges and all taxes or duties unless otherwise expressly agreed upon in writing by the Seller. The Buyer shall maintain any current state tax exemption certificates where applicable.

Quotation: Quotations by the Seller, unless otherwise stated or agreed to by the Seller in writing, shall be open for acceptance for a period of thirty (30) days after the date of the quotation.

Payment: On establishing an account with Seller and approval of credit, all invoices are payable, without discount or deduction of any kind, in U.S. dollars within thirty (30) days from the invoice date. Payment may also be made by MasterCard, Visa or American Express. Seller rejects all additional, different, or modified terms and conditions submitted by Buyer. The Buyer shall pay interest on any unpaid balance at a rate of up to 1 ½ percent per month (or at the highest rate permitted by applicable laws, if lower) from the payment due date. The Buyer agrees to pay all collection costs, expenses and reasonable attorneys’ fees and court costs for collection of any amount due and unpaid. The Seller may, in its sole discretion, cancel or suspend deliveries of ordered Products if the Buyer fails to pay when due. The Buyer hereby grants to the Seller a purchase money security interest in the Products until the Seller has been fully paid. The Buyer shall assist the Seller in taking the necessary action to perfect and protect the Seller’s security interest.

Shipment, Delivery and Risk: Unless otherwise agreed upon in writing by the Buyer and the Seller, all Products shall be shipped FOB Seller’s facility (Incoterms 2010, as updated from time to time). All orders shall be shipped via the Seller’s choice of carrier unless otherwise specified by the Buyer. Product delivery shall occur and title and risk of loss or damage in transit, or thereafter, shall pass to the Buyer upon the Seller’s placement of Products with the carrier for shipment to the Buyer. Distributor shipment destination must be within the Distributor’s Territory. The Seller agrees to use reasonable commercial efforts to deliver Products to the Buyer by the purchase order date, but delay of delivery shall not be construed as a breach of the Buyer’s purchase order. The Seller may ship Products in lots, based on the size of orders and the availability of Products. No nonconformity or defect in any lot will constitute a breach of Buyer’s entire purchase order, and any lots whose conformity and condition the Buyer does not dispute shall be paid in full.

Damage in Transit: When shipments leave Seller’s facility, they are in good condition or the carrier will not accept them. Upon receipt of delivery Buyer shall inspect Product for evidence of damage or loss before signing for any shipment and Buyer shall not accept any shipment that has apparent damage until the carrier acknowledges such damage in writing. Buyer shall keep original packing materials and documents until Product has been fully examined. If Buyer is responsible for freight costs, or designates or arranges Product shipment with a specific carrier, Buyer is responsible for filing a damage claim with that carrier. For any shipment of which freight is paid by Seller, Buyer shall notify Seller immediately of all damage claims so that Seller can arrange an inspection and file a claim with the carrier.

Errors and Shortages: The Buyer is responsible to open and examine each shipment upon receipt and to notify Seller immediately upon discovery of errors or shortages in the shipment. Seller assumes no responsibility for errors or shortages reported to it later than seven (7) business days after receipt of shipment.

Cancellations/Returns: The Buyer MUST obtain authorization from the Seller prior to returning any Product purchased from the Seller, whatever the reason for the Product return. Requests for a Return Authorization may be made to the Seller’s Customer Service Center or directly to its QA Manager and must be accompanied by a clearly detailed explanation for the return. The Seller shall review and attempt to respond to a Request for Return Authorization within seven (7) business days. The Seller shall issue a Return Authorization Number (“RA#”) with the return authorization. The RA# must be clearly marked in large characters on shipping cartons or pallets near the shipping address or the return shipment shall be refused by the Seller. Any returned Product must be shipped to the Seller, freight prepaid at the Buyer’s expense, unless expressly agreed otherwise by the Seller.

Buyer Cancellation for Convenience/Non-Warranty Issue: Products authorized to be returned for any reason other than breach of warranty have a 90-day return period from the invoice date. Return of Products, for other than Warranty issues, shall result in the Seller issuing to the Buyer full credit, replacement or refund, at the Seller’s sole discretion. The amount of credit, replacement or refund shall be subject to a minimum 25% restocking fee after thirty (30) days from the invoice date.

No requests for Return Authorization shall be accepted after ninety (90) days from the invoice date. Discontinued Products may not be returned, regardless of age. All Products must be returned unaltered, in the original, sealed container(s), be in good and saleable condition and must be accompanied by the invoice.

IN-17-001-FRM B