PARKVIEW DENTISTRY PLLC STANDARD TERMS AND CONDITIONS
1. Applicability. These terms and conditions of sale and any written terms agreed to by the Patient (the “Terms”), together with the relevant treatment plans, are the sole and exclusive terms and conditions which shall apply to the products or services (collectively “Services”) referenced in any treatment plan from Parkview to Patient. “Parkview” means Parkview Dentistry of Arizona PLLC and/or its affiliates and “Patient” means the purchaser of Services from Parkview. The relevant treatment plan and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, communications, both written and oral. The sale of Services by Parkview is expressly conditioned on assent by Patient to this Agreement and any additional or different terms or conditions in documents provided by Patient relating to such sale shall not apply to such sale, are hereby objected to by Parkview and shall be of no force or effect. Your acceptance of Services shall constitute your acceptance of this Agreement.
2. Services. Patient shall cooperate with Parkview in all matters relating to the Services and provide such access to Patient as may reasonably be requested by Parkview, for the purposes of performing the Services. Any dates or schedules which may be specified for the delivery of the Services are only estimates. If Parkview’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Patient, Parkview shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Parkview, in each case, to the extent related directly or indirectly from such prevention or delay.
3. Inspection and Rejection of Nonconforming Services. Patient shall inspect the Services and notify Parkview in writing of any Nonconforming Services within 5 days of receipt (the “Inspection Period”). “Nonconforming Services” means only the following: Services or quality of results are different than identified in Patient’s treatment plan or expected. If Patient timely notifies Parkview of any Nonconforming Services, Parkview shall, in its sole discretion: (i) replace such Nonconforming Services, or (ii) credit or refund the Price. With the exception of Nonconforming Services, Patient has no right to return any Services to Parkview for exchange or credit.
4. Price. Patient shall purchase the Services from Parkview at the prices (the “Prices”) set forth in the relevant treatment plan to Patient. Any Price(s) quoted only apply to quantities quoted. Prices are only good for six (6) months after date of quotation. All Prices are exclusive of all taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Patient. Patient shall be responsible for all such charges, costs and taxes. Parkview reserves the right to invoice for Services before providing same. To the extent that Patient possesses insurance coverage, and that insurance carrier rejects Patient’s claim, Patient remains responsible for payment.
5. Payment Terms. Patient shall pay all invoiced amounts due to Parkview within 5 days from the date of Parkview’s invoice or delivery, whichever is earliest. Patient shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Patient shall reimburse Parkview for all costs incurred in collecting any payments, including, without limitation, costs of collection, reasonable attorneys’ fees and costs. In addition to all other remedies available under this Agreement or at law, Parkview shall be entitled to suspend the delivery of any Services if Patient fails to pay any amounts when due hereunder.
6. Changes in Design. Parkview and/or its suppliers, in their sole discretion, shall be entitled to make any changes in the materials and fabrication of the Services, including the laboratory work.
7. Limited Warranty. Parkview warrants that its Services will materially be free from significant defects in Parkview’s workmanship for twelve (12) months from date of delivery (collectively, the “Warranty Period”). Parkview’s liability for warranty claims is limited, at the sole discretion of Parkview, to: (a) the replacement at Parkview of any Services found to be defective or not to conform to the specifications set forth herein; (b) to the repair of such Services; or (c) to the refund or crediting to the Patient of the price of such Services.
8. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7 PARKVIEW MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
9. Third Party Parts or Services. Products manufactured by a third party (“Third Party Products”) may constitute, contain, be contained in, be attached to, be incorporated into or sold with the Services and Parkview makes no representations or warranties with regard to any Third Party Products. Third Party Products are NOT covered by the warranty in Section 7. PARKVIEW MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ANY THIRD PARTY PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. For Third Party Products Parkview will: (a) use commercially reasonable efforts to obtain assignable warranties for such parts from such third party suppliers, which it will pass-through or assign to Patient; and (b) Parkview will cooperate with Patient in the enforcement of such warranties.
10. Warranty Limitations. Parkview shall not be liable for a breach of the warranty set forth in Section 7 unless: (i) Patient gives written notice of the defect, reasonably described, to Parkview within 30 days of the time when Patient discovers or ought to have discovered the defect; (ii) Parkview is given a reasonable opportunity after receiving the notice to examine such Services and Patient returns to Parkview’s place of business at Parkview’s cost for the examination to take place there; and (iii) Parkview reasonably verifies Patient’s claim that the Services are defective. Parkview shall not be liable for a breach of the warranty set forth in Section 7 if: the defect arises because Patient failed to follow Parkview’s oral or written instructions concerning the Services; or (iii) Patient alters or repairs the work constituting the Services without the prior written consent of Parkview.
11. Liability Limitation. IN NO EVENT SHALL PARKVIEW BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS OR SALES OF SERVICES HEREUNDER, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY PATIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY PATIENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PARKVIEW’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO PARKVIEW FOR THE SERVICES SOLD HEREUNDER. FURTHERMORE, IN NO EVENT SHALL PARKVIEW’S LIABILTY ARISING OUT OF OR RELATED TO THE SALE OF A GOOD OR SERVICE HEREUNDER EXCEED THE TOTAL OF THE AMOUNTS PAID TO PARKVIEW IN RESPECT OF SUCH GOOD.
12. Indemnification. Patient shall indemnify, defend and hold harmless Parkview and its officers, directors, employees, agents, affiliates, shareholders, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by an Indemnified Party, relating to any claim of a third party or Parkview arising out of or occurring in connection with the products or services purchased from Parkview or Patient’s negligence, willful misconduct or breach of this Agreement. Patient shall not enter into any settlement without Parkview’s or Indemnified Party’s prior written consent.
13. Amendment; Waiver. These Terms may only be amended in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party. Parkview’s authorized representatives are limited to branch managers and c-level executives. No single or partial exercise of any right, remedy, power or privilege (“Right”) hereunder precludes any other or further exercise thereof or the exercise of any other such Right.
14. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction). Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Arizona in each case located in the City of Scottsdale, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
15. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
16. Miscellaneous. Any claim or action arising hereunder or in connection with the sale evidenced hereby, whether in contract, tort or otherwise, other than an action for failure to make payment must be commenced within one (1) year from the date the claim arises or the cause of action accrues.
17. No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
18. Confidential Information. All non-public, confidential or proprietary information of Parkview, including, but not limited to, business practices, documents, data, business operations, customers, pricing, discounts, rebates, collection actions, or disputes, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Parkview in writing. Upon Parkview’s request, Patient shall promptly return all documents and other materials received from Parkview. Parkview shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Patient at the time of disclosure; or (c) rightfully obtained by the Patient on a non-confidential basis from a third party.
Acknowledged and Accepted By Patient: Name: ________________________ Date: ________________