2013-479 Health - Patterson Dental to procure and deliver the products & services as it relates to TRG Conseutive Training $1,400

Browse Search

GENERAL TERMS AND CONDITIONS 1. Order. Customer hereby authorizes Patterson to procure and deliver the products and services described in the Order. Customer may can this Order only with the written consent of Patterson and the payment of reasonable cancellation charges. 2. Payment. Payment in full is due on or before delivery unless otherwise expressly provided in the Order or in a separate written agreement between Patterson and Customer. In the event Customer accepts partial delivery, Customer shall make a corresponding partial payment. If Customer fails to make any payment when due,Customer will pay a late charge not to exceed the lesser of 1.5%per month of the late payment or the maximum lawful amount. Customer agrees to pay all shipping and handling charges and all taxes and other charges of any kind imposed by any govemmental entity in respect of this Agreement. To secure payment of amounts due, Customer grants Patterson a purchase money security interest in all equipment described in the Order. 3. Business Purpose. Customer represents and warrants that Customer will use all products ordered from Patterson solely in the operation of its business (and not for any personal, household or family purpose), for the purpose intended, and at the permitted location(s). 4. Force Maieure. Patterson shall not be liable for failure to deliver or delays in delivery or performance due to causes beyond its reasonable control including without limitation delays in manufacture or transportation,acts of Customer or others acting for or on behalf of Customer,strikes or other labor difficulties,governmental controls or actions,acts of God or other casualties. In the event of such failure or delay,the date of delivery or performance shall be extended for a period equal to the tine lost by reason of the failure or delay. 5. No Waiver. Any representation,affirmation of fact,course of dealing,usage of trade,promise or condition in connection with this Agreement not incorporated herein shall not be binding on either party. No waiver,alteration or modification of any of the provisions hereof shall be effective unless in writing and signed by a duty authorized representative of Patterson. Waiver by any party of strict performance of any provision of this Agreement will not be a waiver of or prejudice any party's right to require strict performance of the same provision in the future or of any other provision of this Agreement. 6. Identity of Customer. If the dentist or other individual who signed the Order(the"signer)operates his or her dental practice or business as a corporation,partnership or other legal entity,"Customer"as used in this Agreement means the legal entity. The signer shall be deemed to have signed the Order on behalf of that legal entity with the intention and autharity to bind it. 7. DISCLAIMER OF LIABILITY, IN NO EVENT WILL PATTERSON BE LIABLE FOR ANY(A)LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, AND EVEN IF PATTERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES;OR(B)CLAIMS MADE AGAINST PATTERSON MORE THAN TWO YEARS AFTER THE RELATED CAUSE OF ACTION AROSE. 8. Customer Obligations. (a) Data Back-Up. Customer shall keep up-to-date backup copies of all data for recovery purposes. Patterson shall have no liability for any loss of data arising out of the provision of maintenance and support services to Customer,including losses arising from the installation of upgrades or error corrections provided by Patterson. (b) Cooperation. Customer shall provide Patterson all data,information and cooperation Patterson deems necessary for the performance of Patterson's obligations under this Agreement. Patterson shall have no liability for any delay in the performance of Patterson's obligations resulting from Customer's failure to provide data or information or to cooperate. (c) Data Security&PCI Standards. Patterson has used commercially reasonable efforts to ensure that any products described in the Order that are subject to Payment Card Industry Data Security Standards(PCI DSS)comply as of the date of this Agreement with PCI DSS.In its use of such products,Customer shall comply with Customer's obligations under PCI DSS and other applicable data protection standards. (d) Compliance with Law. Customer shall comply with all laws and contractual obligations,including requirements of insurers,credit card issuers and other third party service providers,applicable to Customer's use of any product described in the Order. Such laws and obligations include,but are not limited to,state and federal statutes, rules and regulations governing record retention, billing error resolution, confidentiality, data privacy and security, and claims and payment processing; state Medicaid rules and regulations restricting access to and use of eligibility information; rules and regulations of the federal Department of Health and Human Services;and PCI DSS. (e) Use in Accordance with Specifications. Customer shall use the products described in the Order in accordance with the operator and user guides and other manuals and technical information and specifications,whether in hard copy, electronic or other format,furnished by Patterson to Customer.