Effective date: 01-10-2018

AVID GENERAL TERMS AND CONDITIONS OF SALE

• THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU AND/OR THE ENTITY FOR WHOSE BENEFIT YOU ACT. PLEASE READ IT CAREFULLY.
• Account. Use of this Site may require you to provide certain registration details, payment or other information to create an account (“Account”).It is a condition of your Use of the Site that all the information you provide is correct, current, and complete.You agree that all information you provide to register an Account or otherwise is governed by our Privacy Policy available at www.avid.dental/GeneralTerms.html. We have the right to disable any Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
• Products and Pricing.AVID sells dental products and accessories (“Products”). Buyer shall purchase Products from AVID at the prices (the “Prices”) set forth on the Site (for purchases through the Site) or on AVID’s order form (for purchases made by other means) in force as of the date of Buyer’s purchase order. Prices are exclusive of taxes and, unless otherwise noted, shipping fees.Pricing for the same Product may vary depending on promotional or membership offerings.
• Memberships and Promotions.
• Payment.Accepted forms of payment include most major credit cards for all purchases.Buyer represents and warrants that (i) the credit card and payment information Buyer supplies to AVID is true, correct and complete, (ii) Buyer is duly authorized to use such credit card or other payment method for purchases, (iii) charges incurred by Buyer will be honored by Buyers credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes and shipping and handling charges, if any, regardless of the amount quoted on the Site at the time of your order.In the event Buyer is a member of AVID Smiles Club, is participating in the Score Promotion or otherwise has committed to the future or recurring purchase of Product, and Buyer’s credit card and payment information changes during such time, Buyer shall promptly update such credit card and payment information by contacting AVID at (573) 483-2843 or smile@avid.dental.AVID may verify your payment information periodically which may result in a temporary pre-authorization charge being placed on your card for validation purposes only.
• Returns.Products maybe returned for repair, replacement or refund, at AVID’s sole discretion, subject to the following requirements and limitations:
• Title and Risk of Loss. Your selection of the Products is an offer to purchase the Products.We accept your offer by shipping the Products to you.We may decline your offer for any reason, with or without notice to you.The risk of loss and title for all Products passes to you upon delivery by a common carrier (such as FedEx, UPS, or USPS) to the destination specified by Buyer.In the case of a return, you will retain title to any returned Products and risk of loss of such Products will remain with you until we have received the returned Products and confirmed the Products to be in the appropriate condition specified in these Terms.
• Errors and Omissions.Occasionally information on our Site or relayed by telephone or other means of communication may include errors, inaccuracies, or omissions that may relate to descriptions, pricing, promotions, and availability of Products.We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders without prior notice (including after you have submitted or placed your order).We have made every effort to display as accurately as possible the colors and styles of our products that appear at the Sites. Despite our efforts to accurately depict Products, we cannot guarantee that your monitor’s or screen’s display of any color will be accurate.
• Limited Warranty and Disclaimers.
• LIMITATION OF REMEDY AND LIABILITY.
• Intellectual Property Rights.Unless otherwise noted, the Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (collectively “Contents”), are owned by AVID, its licensors or other providers and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You may download or copy Contents from our Site for your personal, non-commercial use only.No right, title or interest in any Contents is transferred to you as a result of any such downloading or copying.You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.Except as noted above, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Site. Unauthorized use of the Contents is expressly prohibited by law, and may result in civil and criminal penalties.
• Products Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own professional use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
• Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy available at www.avid.dental/GeneralTerms.html governs the processing of all personal data collected from you in connection with your Use of the Site.These Terms incorporate by reference the terms of our Privacy Policy.
• Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
• Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.
• Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
• No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of AVID.
• No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
• Notices.
• Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
• Entire Agreement. Our order confirmation, these Terms, and our Privacy Policy available at www.avid.dental/GeneralTerms.html will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

BY ACCESSING AND USING THIS SITE AND/OR PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU AND/OR THE ENTITY FOR WHOSE BENEFIT YOU ACT ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH AVID (AS HEREINAFTER DEFINED), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR PRODUCTS BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the use of www.avid.dental (the “Site”) and the purchase and sale of Products (as hereinafter defined) through the Site, by telephone or other modes of electronic communication such as email, and in person (collectively, “Use”). These Terms are a legal agreement between you individually if you are agreeing to it in your own capacity, or if you are authorized to purchase the Products (as hereinafter defined) on behalf of your organization, between the entity for whose benefit you act (“you”, “your” or “Buyer” as the context may require) and Avid, Inc. doing business as AVID Dental Products (referred to as “AVID”, “us”, “we”, or “our” as the context may require).These Terms are subject to change by AVID without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to your Use. Your continued Use after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

You should also carefully review our Privacy Policy before using our Site.

• Avid Smiles Club^TM.In the event Buyer is eligible, Buyer may opt to become a member in AVID’s members only promotional club (the “Avid Smiles Club”).The terms, conditions and provisions of AVID Smiles Club^TM are outlined in AVID Smiles Club^TM Agreement available at www.avid.dental/GeneralTerms.html.These Terms shall prevail to the extent they are inconsistent with AVID Smiles Club^TM Agreement.
• Score Promotion.The terms and conditions of Score Promotion are outlined in Score Promotion Terms and Conditions available at www.avid.dental/GeneralTerms.html.These Terms shall prevail to the extent they are inconsistent with Score Promotion Terms and Conditions.
• Other Promotions.These Terms shall prevail to the extent they are inconsistent with the terms of any other promotional offerings.

• If a Product is damaged during shipping and Buyer notifies AVID within fifteen (15) days of the date of delivery of the Product.
• If a non-consumable or non-disposable Product manufactured by AVID does not perform to specifications and Buyer notifies AVID within the Warranty Period specified in Section 9(a)(i) and subject to the requirements and limitations of Section 9.
• If a non-consumable or non-disposable Product, other than a Product manufactured by AVID, does not perform to specifications and Buyer notifies AVID within thirty (30) days of the date of delivery of the Product.
• In the event a consumable or disposable Product does not perform to specifications and Buyer notifies AVID within thirty (30) days of the date of delivery of the Product and over seventy-five percent (75%) of the Product remains unused and unopened.In the event less than seventy-five percent (75%) of the Product remains unused and unopened, no refund, repair or replacement product will be provided.
• At the discretion of AVID, a restocking fee may apply, invoiced at 5% of the gross order, or a minimum of $10.

• AVID shall not be liable for a breach of the warranty set forth in Section 9(a)(i) unless: (i) Buyer gives written notice of the defect, reasonably described, to AVID within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) AVID is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by AVID) returns such Products to AVID’s place of business at AVID’s cost for the examination to take place there; and (iii) AVID reasonably verifies Buyer’s claim that the Products are defective.

• For Products not manufactured by AVID, such Product may be covered by the manufacturer’s warranty as detailed in the directions for use included with the Product. To obtain warranty service for a defective Product, please follow the instructions included in the manufacturer’s warranty.Products purchased by AVID from a third party for resale to you shall carry only the warranty extended by the original manufacturer, and AVID has no liability for such resale Products beyond making a commercially reasonable effort to procure and ship such Products.

• THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR, REPLACEMENT, OR REFUND OF PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 9. IN NO EVENT SHALL AVID BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• The limitation of liability set forth above shall only apply to the extent permitted by law.
• To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
• To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to Avid, Inc. doing business as AVID Dental Products, 6539 US Highway 61, Bloomsdale, Missouri 63627. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

Terms and Conditions - General Website

These terms and conditions govern your use of the website of Avid, Inc. doing business as Avid Dental Products^® or other such digital media representation of Avid, Inc. and its products. This website can be known throughout this agreement or referred to as, "website" or "the website"; by using this website, you accept these terms and conditions in full. Avid, Inc. doing business as Avid Dental Products^® here and throughout this agreement shall be known as and can be referred to as, "the company."If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website. You, the user, must be at least 18 years of age to use this website.By using this website and by agreeing to these terms and conditions, you warrant and represent that you are at least 18 years of age.

This website uses cookies.By using this website and agreeing to these terms and conditions, you consent to the company use of cookies in accordance with the terms of the company's Privacy Policy. See the company's independently posted Privacy Policy for specific terms and conditions.

License to use website

Unless otherwise stated, Avid, Inc. and/or its licensors own the intellectual property rights in the website and material on the website.Subject to the license below, all of these intellectual property rights are reserved. You, the user, may view, download for caching purposes only, and print pages or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website);
• sell, rent or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
• edit or otherwise modify any material on the website; or
• redistribute material from this website
  
  
• for any indirect, special or consequential loss; or
• for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
• to the extent that the website is provided free-of-charge, for any direct loss; these limitations of liability apply even if the company has been expressly advised of the potential loss.
  
  Indemnity
  
  You hereby indemnify Avid, Inc.and undertake to keep Avid, Inc. indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Avid, Inc. to a third party in settlement of a claim or dispute on the advice of Avid, Inc. legal advisers) incurred or suffered by Avid, Inc. arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.
  
  
  Breaches of these Terms and Conditions
  
  Without prejudice to the company's other rights under these terms and conditions, if you breach these terms and conditions in any way, Avid, Inc. may take such action as the company deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
  
  

Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without the company's express written consent.You must not use this website to transmit or send unsolicited commercial communications. You must not use this website for any purposes related to marketing without the company's express written consent.

Restricted Access

Access to certain areas of this website is restricted. Avid, Inc. reserves the right to restrict access to areas of this website, or indeed this entire website, at the company's discretion. If Avid, Inc. provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential. The company may disable your user ID and password at the company's sole discretion without notice or explanation.

User Content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose. You grant to Avid, Inc. a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.You also grant to Avid, Inc. the right to sub-license these rights, and the right to bring an action for infringement of these rights. Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or Avid, Inc. or a third party (in each case under any applicable law).You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. Avid, Inc. reserves the right to edit or remove any material submitted to this website, or stored on the company's servers, or hosted or published upon this website.

Without prejudice to the generality of the foregoing paragraph, Avid, Inc. does not warrant that this website will be constantly available, or available at all. Nothing on this website constitutes, or is meant to constitute, advice of any kind.If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.A specific exemption is provided for a product's specifically stated or posted warranty as such warranty to be applied to the product and the product's use under appropriate and normal conditions applied consistently through the stated product's industry or as outlined in the product's directions for use.

Limitations of Liability

Avid, Inc. will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

Variation

Avid, Inc. may revise these Terms and Conditions from time-to-time.Revised Terms and Conditions will apply to the use of this website from the date of the publication of the revised Terms and Conditions on this website.Please check this page regularly to ensure you are familiar with the current version.

Assignment

Avid, Inc. may transfer, sub-contract or otherwise deal with the company's rights and/or obligations under these Terms and Conditions without notifying you or obtaining your consent. You, the user, may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms and Conditions.


Severability

If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue to be in effect.If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.


Entire Agreement

These Terms and Conditions, together with other posted documents constitute the entire agreement between you and Avid, Inc. in relation to your use of this website, and supersede all previous agreements with respect to your use of this website.

Any specific clarifications or questions you, the user, may have associated with the Terms and Conditions of the website of Avid, Inc. doing business as Avid Dental Products^® or other such digital media representations should address your comments to:

Avid, Inc.

Avid Dental Products^®

6539 US Highway 61

Bloomsdale, MO 63627