Fulfillment Policy
Last Updated September, 2024
These Terms Of Purchase (“General Terms”) apply to all Products and Services (as defined below) purchased through (i) the websites (“Sites”) operated by Dentists Nexus; or (ii) using Dentists Nexus invoices or quotes that reference these General Terms, unless customer (“you” or “Customer”) has entered into a separate written agreement with Dentists Nexus for Products and Services (“Agreement”), in which case such Agreement shall govern. Each Customer purchasing Products and Services pursuant to these General Terms is required to accept the following General Terms.
PLEASE READ THESE GENERAL TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY TO THESE GENERAL TERMS. IF YOU ENTER INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE GENERAL TERMS. DENTISTS NEXUS RESERVES THE RIGHT TO CHANGE THE GENERAL TERMS FROM TIME TO TIME AT ITS SOLE DISCRETION. IF DENTISTS NEXUS MAKES CHANGES TO THESE GENERAL TERMS, THE UPDATED GENERAL TERMS SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.
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Products
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1.1. Product. From time to time, you may order dental supplies (“Supplies”) and/or equipment (“Equipment”) (Supplies and Equipment collectively referred to as “Products”) from Dentists Nexus. Dentists Nexus will supply such Products in accordance with these General Terms.
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1.2. Risk of Loss. Title to and risk of loss of the Products will pass to you upon delivery of said Products to the shipping carrier (FOB Shipping Point).
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1.3. Delivery Timeframes. 1.1. Dentists Nexus will use commercially reasonable efforts to ship the Products within agreed upon timeframes, but does not guarantee availability or arrival date. Notwithstanding any other delivery terms set forth in these General Terms, Products that are drop shipped directly from the Product manufacturer are subject to the manufacturer’s shipping times and terms.
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1.4. Small Orders. Dentists Nexus, in its sole discretion, may charge small order fees (currently $15 for most orders, but are subject to change). If Dentists Nexus elects to waive small order fees for you, Dentists Nexus reserves the right to cease small order waivers upon providing thirty (30) days’ written notice to you.
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1.5. Expedited Shipping. You may request expedited shipping, which Dentists Nexus will bill you at prevailing expedited shipping rates. Expedited shipping may not be available for some Products.
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1.6. Hazardous Materials. You are responsible for and will pay all applicable fees for hazardous materials shipping, including any Carrier surcharges, which Dentists Nexus will bill you.
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Services
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2.1. Services. Dentists Nexus will provide the Services for the rates and at the location(s) as agreed upon.
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2.2. Equipment. Any hardware, software, and/or other equipment associated with the Services may not be owned by Dentists Nexus, and, to such extent, Dentists Nexus has no responsibility for the maintenance, repair, proper function, and/or upgrades to any such equipment, except to the extent expressly agreed to the by the parties. You represent that you have all necessary rights, licenses, or other permissions necessary for Dentists Nexus to provide the Services on any such hardware, software and/or other equipment.
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Service Requests and Dispatch
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3.1. Customer Cooperation. You will provide Dentists Nexus all data, information, and cooperation Dentists Nexus deems necessary for the performance of its Services obligations under these General Terms. You are responsible for providing a safe environment for Dentists Nexus to provide the Services. If you request equipment maintenance Services from Dentists Nexus , you must provide Dentists Nexus service technicians reasonable access to the equipment requiring repair. In the event that such access is not granted within one hour of the service technician’s arrival, Dentists Nexus may reschedule the Service (regardless of whether such Service is an ‘emergency’ request), and all time spent waiting for access to equipment will be billed at Dentists Nexus' standard hourly rate.
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3.2. Service Cancellation. Dentists Nexus will apply a cancellation fee in the event (i) you cancel Service; or (ii) Dentists Nexus personnel arrive on your premises and are informed that Service is no longer required.
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3.3. Indemnification. Dentists Nexus will have no liability for your failure to comply with its obligations under Section 3.1. You agree to indemnify, defend and hold Dentists Nexus and its affiliates, and their respective officers, directors, employees, and agents (collectively “Indemnitees”) harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees), arising out of any death, personal injury or property damage that occur during Dentists Nexus's provision of the Services and are caused by the breach by you of its obligations under Section 3.1 and/or the acts or omissions of you or its agents or representatives, including, but not limited to, the negligence or willful misconduct of you or your agents or representatives. Your indemnification obligations hereunder do not apply to the extent any claim is caused by the negligence or willful misconduct of Dentists Nexus or its agents or representatives.
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Limited Warranties and Disclaimers
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4.1. Dentists Nexus Products. For Dentists Nexus private label Products (“Dentists Nexus Products”) only, Dentists Nexus represents and warrants for a period of fifteen (15) days from the date of the applicable invoice that the Dentists Nexus Products will materially conform with all written specifications provided with such Dentists Nexus Product unless otherwise indicated.
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4.2. Third Party Products. All third party branded Products (“Third Party Products”) are subject to the original manufacturer’s warranty applicable to the Third Party Products, if any, to the extent such warranties may be passed through to you.
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4.3. Other Products. All other Products are provided “AS IS” and Dentists Nexus disclaims all warranties, express or implied, for the Products.
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4.4. No Other Warranties. The terms contained in Section 5. and the pass-through warranties set forth in Section 4.1 are your sole and exclusive remedy for any warranty claims related to any Products under these General Terms.
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4.5. Services. Dentists Nexus warrants that it will provide all Services in a professional manner consistent with industry practices. In the event of any breach of this warranty for Services, your sole and exclusive remedy is for Dentists Nexus to re-perform the Services without additional charge to you.
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4.6. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4. , DENTISTS NEXUS EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND/OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
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Return Policy for Products
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5.1. Dentists Nexus Products. You may return any Dentists Nexus Product(s) that do not materially conform to the warranty provided in Section 1 within fifteen (15) days of the original invoice date. Dentists Nexus will provide credit or replacement Product(s) for any non-conforming Dentists Nexus Products returned by you within fifteen (15) days of applicable invoice.
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5.2. Third Party Products. With respect to any Third Party Products purchased and returned by you under these General Terms, Dentists Nexus will issue full credit for the purchase price if the Third Party Products can, as determined by Dentists Nexus and/or its suppliers, be returned to stock and resold (i.e. the Third Party Product is not a special order, such as large equipment; is in unopened packaging; is safe for resale; is not within one hundred and twenty (120) days of the expiration date; and, is not broken or defective). ALL PRODUCTS PERTAINING TO IMPLANTS/IMPLANT SURGERY/AND/OR RESTORATIONS (i.e., equipment, instruments, abutments, peripheral components, graft materials) ARE FOR FINAL SALE ONLY AND DEEMED NOT ELIGIBLE FOR RETURN OR EXCHANGE. For special orders, defective, or otherwise unsaleable Third-Party Products, Dentists Nexus will provide a credit to you only if the manufacturer approves and issues credit to Dentists Nexus. Any manufacturer restocking fee will be charged to you. Any Third-Party Product returned after a hundred and twenty (120) days from the invoice date will be credited less a Dentists Nexus restocking charge of fifteen percent (15%), in addition to any manufacturer restock charge. Please note surgical products, including implants, restoratives, and regeneratives cannot be returned.
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5.3. Return Shipping Charges. You will be responsible for shipping charges to return Products, including Dentists Nexus Products and Third-Party Products, to Dentists Nexus; provided, however, Dentists Nexus in its sole discretion and judgment may determine Dentists Nexus will be responsible for such shipping charges on returns.
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Payment
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6.1. Invoices. Unless otherwise provided for by the applicable Site (e.g., online payment accepted), Dentists Nexus will invoice you for the Products and Services. You will be deemed to accept all invoices submitted unless you notify Dentists Nexus of any dispute in writing within five (5) days of receipt of such invoice. You agree to pay all shipping, handling and other miscellaneous charges associated with such purchase.
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6.2. Payment. Unless otherwise provided for by the applicable Site (e.g., online payment accepted), payment for Supplies and Services is due within thirty (30) days after the date of invoice. Payment for Equipment is due upon receipt of an invoice. In the event you accept partial delivery, you shall make the corresponding payment. You will pay one and one-half percent (1.5%) per month interest or such maximum amount as permitted by law, whichever is less, on any past-due invoiced amounts.
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6.3. Form of Payment. Unless otherwise provided for by the applicable Site (e.g., online payment accepted), You must make all payments via ACH, wire transfer or check.
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6.4. Taxes. Dentists Nexus's fees and charges do not include any sales, use, excise or similar taxes, levies, or duties applicable to the Products and Services (“Taxes”), except taxes based upon Dentists Nexus's net income. You are responsible for paying for all such Taxes. If Dentists Nexus has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount must be promptly paid by you unless you provide Dentists Nexus either a valid and current tax exemption certificate or direct pay certificate, authorized by the appropriate taxing authority.
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6.5. Updates to Payment Terms; Credit. Dentists Nexus, in its sole discretion, may modify the payment terms set forth in this Section 6, including the establishment of a credit limit for your purchase of Products and Services. You agree that Dentists Nexus and its associates may conduct credit checks on you. You agree to provide Dentists Nexus credit and banking references upon Dentists Nexus and its associates’ request. Dentists Nexus may require personal guarantees from owners, bank standby letters of credit or other such types of instruments to establish a credit limit. Dentists Nexus reserves the right to limit or refuse credit for any reason at any time. Upon Dentists Nexus's request, you will provide the financial records requested by Dentists Nexus (which may be audited or interim). You acknowledge and agree that Dentists Nexus has the right to share such financials with third-party service providers, including but not limited to legal and accounting firms and insurance carriers.
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6.6. Suspension of Services. Dentists Nexus reserves the right to suspend or discontinue the provision of Products or Services to you in the event past-due amounts are in arrears or if Dentists Nexus has reason to believe that you will be unable to pay its obligations or in the event you are in violation of any of its obligations under these General Terms.
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6.7. Enforcement. You agree that all legal fees and other costs incurred to enforce the terms of this Agreement, or to mitigate damages in the event of your breach, are recoverable by Dentists Nexus as an element of damages.
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Limitations of Liability
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7.1 IN NO EVENT WILL DENTISTS NEXUS BE RESPONSIBLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY DIRECT OR INDIRECT LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF ANY ERRORS, DEFECTS OR NON-FUNCTIONING OF THE PRODUCTS OR SERVICES OR OTHERWISE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF DENTISTS NEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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7.2. NOTWITHSTANDING ANYTHING CONTAINED IN THESE GENERAL TERMS TO THE CONTRARY, THE SOLE AND EXCLUSIVE REMEDY OF YOU IN ANY SITUATION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, IS LIMITED TO YOUR ACTUAL AND DIRECT DAMAGES, WHICH IN NO EVENT WILL EXCEED THE AMOUNTS PAID BY YOU TO DENTISTS NEXUS FOR THE APPLICABLE PRODUCTS OR SERVICES WHICH GAVE RISE TO THE LIABILITY.
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Confidentiality
Each Party (“Disclosing Party”) may provide the other Party (“Receiving Party”) with proprietary and confidential information of the Disclosing Party (collectively “Confidential Information”) which includes, but is not limited to, product information, technical data, and pricing information. Receiving Party agrees that it will use the Confidential Information of the Disclosing Party only as required to exercise its rights and obligations pursuant to these General Terms and will not disclose the Confidential Information of the Disclosing Party during or after the termination of these General Terms to any third party without prior written approval from Disclosing Party. Receiving Party will return all Confidential Information of Disclosing Party to Disclosing Party upon demand and, in any event, upon termination of General Terms. -
Miscellaneous
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9.1. Entire Agreement. Other than if the parties have entered into an Agreement, which shall govern, these General Terms comprise the entire agreement and understanding of the parties concerning the subject matter herein and replace any and all previous agreements, understandings, representations, discussions or offers. No modification to these General Terms is effective unless reduced to writing and executed by both parties.
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9.2. No Waiver. A waiver by either party of any of the terms or conditions of these General Terms at any time will not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach of these General Terms. The failure to enforce a particular provision of these General Terms does not constitute a waiver of such provision or otherwise prejudice a party’s right to enforce such provision at a later time. Each party’s rights in these General Terms are cumulative and are in addition to all other rights and remedies available to the parties, except as otherwise expressly limited by these General Terms.
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9.3. No Third Party Beneficiaries. These General Terms are entered into solely for the mutual benefit of the parties hereto and no benefits, rights, duties, or obligations are intended or created as to any third parties.
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9.4. Governing Law and Venue. These General Terms and all matters collateral hereto are governed by the laws of the State of New Jersey without regard to its conflicts of law provisions. All suits, actions, or other proceedings arising out of or relating to these General Terms, or the subject matter thereof must be brought only in Bergen County, New Jersey. You hereby consent to the exclusive jurisdiction of the state and Federal courts sitting in Bergen County, New Jersey.
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9.5. Severability. In the event any provision of these General Terms is found to be invalid or unenforceable, the parties hereby agree that the court must enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, must enforce the remainder of these General Terms as if such provision were not included herein.
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9.6. Force Majeure. Dentists Nexus will not be liable for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing, any acts of God or of the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failure; war; technology attacks, acts of terrorism; riots; embargoes; pandemic or epidemic; quarantine; viruses; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control, whether or not similar to the foregoing.
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9.7. Regulatory. Dentists Nexus will not discriminate against any employee or applicant because of race, color, religion, sex, or national origin. Dentists Nexus will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion sex or national origin.
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9.8. Effect of Termination. Upon expiration or termination of these General Terms, all amounts due hereunder will become immediately due and payable by you to Dentists Nexus. All provisions of these General Terms which by their nature should survive termination will survive termination.
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9.9. Assignment. Neither these General Terms, nor any of the rights or obligations under these General Terms, may be assigned by you without the prior written consent of Dentists Nexus. Any attempted assignment, delegation or transfer without the necessary approval will be void. Dentists Nexus may assign these General Terms in whole or in part, in connection with a merger of Dentists Nexus or its affiliates, or in connection with, the transfer of all or substantially all of Dentists Nexus's assets, or the assets related to the Dentists Nexus's line of business as to which these General Terms relates, or to any affiliate of Dentists Nexus. Notwithstanding the foregoing, these General Terms will bind and insure to the benefit of the parties hereto and their respective successors, transferees, and assigns.
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9.10. Notice. Where notice is required to be provided to a party under these General Terms, such notice must be in writing and may be in person, sent by U.S. mail or by a nationally recognized overnight courier. Notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by other overnight courier, or upon personal delivery. Notice shall be addressed to you at the address you provided to Dentists Nexus (or as may be directed by a party in the future by written notice) and to Dentists Nexus at the following address:
-Dentists Nexus, 76 Laurel St., Ridgefield Park, NJ 07660 -
9.11. Relationship of the Parties. This these General Terms does not, and should not be construed to, create a joint venture, partnership, or a relationship of employment between Dentists Nexus and you. Dentists Nexus is acting as an independent contractor for the provision of all Services under these General Terms.