Terms and Conditions

The Terms and Conditions as set forth in this document (the “Agreement”) constitute the entire agreement between Russellville Dental Lab, LLC (“Company”) and any customer placing an order with the Company (“Customer”) on or after May 1, 2022.  By placing an order with the Company on or after May 1, 2022, the Customer acknowledges the Company has made these Terms and Conditions available to it, the Customer has reviewed these Terms and Conditions, and the Customer agrees to them in their entirety as follows:

1. Payment Terms.  Full payment, as set forth on the Company’s current price sheet for all products, work, services, or shipments requested by the Customer pursuant to each order placed by the Customer, shall be due on the 10th day of the month following the month of invoice, regardless of when actually received by Customer. All remaining, unpaid balances existing past such date shall be considered past due.
   1. Past Due Amounts. All past due balances incur and bear, and the Customer agrees to pay, a late charge equal to one and a half percent (1.5%) of any past due balance per month or portion thereof from and after the invoice date until the unpaid past due balance is paid in full. No late charges shall accrue during the first thirty (30) days from the date of the invoice. Unless elected otherwise by the Company, any promotional discounts will be void if the invoice total is not paid when due; and any and all future shipments to the Customer shall be on a C.O.D. basis only, as to the entire outstanding balance, until the Customer’s entire outstanding balance is paid in full.
   2. Payment Processing. All payments made by the Customer while a past due balance exists shall be applied as follows, unless the Company elects otherwise: first, to late charges; second, to past due balances; and third, to current balances.
   3. Late Charges. All agreements between the Customer and the Company are expressly limited so that in no event whatsoever shall the amount of any late charge exceed the highest lawful rate permissible under applicable usury laws. If, for any circumstances whatsoever, any late charge hereunder shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable thereto, then the late charge shall be reduced to the limit of such validity, and if from any circumstances the Company shall ever receive an amount which might be otherwise deemed to be interest in excess of such limits, the same shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between the Customer and the Company.
   4. Deposits. For those work requests which are estimated to total more than $2,000.00, the Company may require a deposit to be credited towards the Customer’s account before services are rendered.
2. Method of Shipment. The Company shall, unless specified otherwise in writing by Customer, determine the method of shipping or transport. Customer shall be responsible for all shipping and transport costs, including, but not limited to, the payment and maintenance of any shipping or transport insurance. The risk of loss shall pass from the Company to the Customer upon the Company’s delivery of the shipment to the carrier, and Customer shall bear all risk of loss or damage during shipping, transport, delivery, or at any time thereafter.
3. Customer Orders. All orders, requests for products, work, services, or shipments requested by the Customer shall be made in writing pursuant to the forms made available by the Company for such purposes. The Customer shall supply the Company in writing with all specifications and information reasonably required by the Company to prepare the prostheses requested by the Customer. While the Company reserves the right to request, from time to time, further specifications or information, it expressly disclaims any duty to do so and may rely entirely upon the original specifications and information provided by the Customer without any duty of investigation. The Customer shall be solely responsible for the accuracy of any such specifications or information. Further, the Customer shall be responsible to inspect the products, work, services, or shipments requested by Customer, including, without limitation, all prostheses, for proper application, fit, alignment, and ultimate use.
4. Customer Credit Check. Acceptance of this Agreement as set forth in this document grants the right of Russellville Dental Lab, LLC to check the status of the Customer’s credit with any or all of the three major credit reporting agencies if deemed necessary.
5. Errors, Omissions or Mistakes. Any and all discrepancies, shortages, claims, or incorrect shipments must be reported immediately to the Company by the Customer, and in no event later than ten (10) calendar days from the date the Customer received the shipment. All notifications shall be made in writing and delivered to Company, provided, however, that Customer may notify Company orally, by telephone or otherwise, so long as it also contemporaneously prepares and delivers to Company a written record of such notification, and such oral notification shall be deemed effective as of the date made. Unless notification is made and delivered as set forth above, Customer shall be deemed to have inspected and accepted all products, work, services, or shipments of or by Company. The Company shall reasonably cure any discrepancies, shortages, claims, or incorrect shipments for which it may be responsible only if notified as set forth above. Discrepancies, shortages, claims, or incorrect shipments shall be handled as follows:
   1. Company Errors. Errors, omissions, or mistakes made by the Company shall be corrected by Company at its own expense. Customer shall request a return authorization from Company, which Company shall reasonably provide. The Company will not remake or otherwise remedy any prosthesis unless and until proper return authorization has been requested and provided. Upon obtaining a return authorization, the Customer shall promptly return any prosthesis in question, clearly and conspicuously identifying the same pursuant to the return authorization, or as otherwise directed by the Company. The Company shall, at its option, either remake or repair any prosthesis in question or give credit to Customer, in the invoice amount, for the prostheses in question returned to Company as set forth above.
   2. Customer Errors. Errors, omissions, or mistakes made by Customer may be corrected by the Company in its sole discretion and at the Customer’s expense.  If the Company elects to correct an error, omission, or mistake made by the Customer, the expense to the Customer will be no greater than necessary to place the Company in the same position it would have been in had the error, omission, or mistake not occurred.
6. Confidentiality.  The Customer acknowledges that, in the course of the transaction(s) between the Customer and the Company, the Customer may receive or come into possession of the Company’s Confidential Information, as defined below.  The Customer acknowledges and agrees it will use its best efforts to protect and safeguard the confidentiality of all such Confidential Information, and will not use or disclose the Company’s Confidential Information, or permit it to be accessed, disclosed, or used, for any purpose other than accomplishing the transaction(s) between the Customer and the Company, and between the Customer and the Customer’s patients.  The Customer further acknowledges and agrees it will promptly notify the Company of any unauthorized disclosure of its Confidential Information, fully cooperate with the Company in any effort undertaken by the Company to enforce its rights with respect to any such unauthorized disclosure, and accept full responsibility and liability for any breach of confidentiality.
   1. Confidential Information.  “Confidential Information,” as set forth in this Section 6, means all non-public, confidential, or proprietary information disclosed by the Company to the Customer and/or its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors, whether disclosed orally or in written, electronic, or other form, and whether or not such information is identified as “confidential.”  Confidential information includes, without limitation: information concerning the Company’s business affairs, including without limitation its finances, customer information, supplier information, pricing structure, organization structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies; unpatented inventions, ideas, methods, discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property, or the designs, specifications, documentation, components, source or object code, images, icons, audiovisual components, objects, schematics, drawings, protocols, processes, and other visual depictions of the foregoing; and any other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the Company’s business.
   2. Required Disclosures.  Nothing in this Section 6 shall be construed as preventing the Customer from complying with a valid order issued by a court or governmental agency of competent jurisdiction to disclose Confidential Information.  However, before making any such disclosure, the Customer shall provide the Company with prompt written notice so the Company may seek a protective order or other remedy, and must reasonably assist the Company in opposing such disclosure or seeking a protective order or other limitation on disclosure.  If the Customer is subject to a valid order to disclose any Confidential Information, the Customer shall disclose no more than that portion of the Confidential Information than is necessary to comply with the order, and shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
   3. Return or Destruction of Confidential Information.  Upon the termination of the business relationship between the Company and the Customer, or at the Company’s request at any time, the Customer shall promptly return all Confidential Information to the Company or shall destroy all such Confidential Information in its possession and certify in writing to the Company that such Confidential Information has been destroyed.
   4. Remedies.  The Customer acknowledges money damages may not be a sufficient remedy for any breach or threatened breach of the Customer’s confidentiality obligations, and agrees that, in addition to all other remedies available at law (which the Company does not waive), the Company shall be entitled to seek specific performance and/or injunctive and/or other equitable relief as a remedy for any such breach or threatened breach.  The Customer agrees to waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with any such claim.  The Customer agrees that, in the event the Company institutes any legal suit, action, or proceeding against the Customer arising out of or relating to the Customer’s breach of its confidentiality obligations and prevails in such suit, action, or proceeding, the Customer shall be liable for and shall pay the Company’s costs and attorney’s fees, in addition to all other damages to which the Company may be entitled.
7. Limited Warranty.  The Limited Warranty set forth in this Section 7 will be extended with the presentation of a verified proof-of-purchase, which includes an original invoice number/date, patient’s name, and the original model. This limited warranty extends only to the original purchaser of a device and does not extend to patients or other individuals and/or entities to whom the device(s) is/are sold, implanted, inserted or delivered.The Company warrants that all dental devices (a “device”) are made according to the Customer’s specification and approval, with FDA-approved materials, in accordance with the material manufacturer’s specifications, and in accordance with the Company’s internal protocols.  In the event a device is placed and then fails due to defects in materials or workmanship as determined by the Company, the Company will repair or remake the device without charge or for a partial charge based on the original invoice price, as follows:
   1. What is Covered:
      1. Repair or replacement of the product, or credit to the Customer’s account for the original invoice amount.
   2. What is Not Covered:
      1. Cash refund of device.
      2. The cost incurred for removal or reinsertion.
      3. Repairs resulting from accident, neglect, abuse, failure of supportive tooth or tissue structures, improper adjustments, or improper dental hygiene.
      4. Incidental, consequential, actual, or punitive damages, including but not limited to damages for inconvenience, lost wages, and/or pain and suffering.
      5. Shipping costs for repairs.
   3. Time Limitations: This Limited Warranty shall be limited in time depending on the nature of the product.  Any claim for warranty coverage must be submitted within the time period set forth below, with such period commencing on the date of the original invoice:
      1. Porcelain to metal (PFM) restorations, metal-free restorations, all-metal restorations, single-unit inlays, onlays, and screw-retained titanium or zirconia abutments (excluding abutments with angulations greater than 20 degrees): seven years.
      2. Screw retained crowns in zirconia with a cemented or friction fit titanium base, ASC abutments, dynamic base crowns, or other similar full contour crowns: five years.
      3. Dentures and Partials, but excluding immediate dentures: one year.
      4. Orthodontic appliances, thermoformed appliances, splints, acrylic temporaries, acetyl resin appliances, immediate dentures, flippers, surgical and radiographic guides, and all other dental devices: thirty days.
      5. Flexible partials, only if 5mm or more of Vertical Dimension of Occlusion exists: six months.
      6. Screw-Retained Acrylic-Titanium Hybrids: one year for the failure of acrylic or denture teeth and five years for breakage of the titanium bar.
      7. Zirconia Hybrids: five years for the breakage of Zirconia.
   4. Additional Warranty Terms.  Screw-Retained Acrylic-Titanium Hybrids and Zirconia Hybrids will be remade at no charge due to poor fit only if the prosthesis does not fit the model and the model has been returned with the prosthesis for a remake. The Company is not liable for all other costs of adjustment, repair, and replacement of these devices. If a prosthesis of one of these types breaks during the delivery appointment and the Company’s screw-retained hybrid protocol for verification jig was not followed, the warranty is voided.  This warranty does not apply if the models were not verified using a verification jig or in accordance with a pre-approved workflow.
   5. Limitation on Returns.  The Company will accept returns of implant parts only in un-opened packages where the product remains in its original condition.
   6. DISCLAIMER OF WARRANTIES. THE COMPANY AND THE CUSTOMER ACKNOWLEDGE THAT THE COMPANY HAS PREPARED THE SUBJECT PROSTHESES TO THE SPECIFICATIONS OF THE CUSTOMER AND THAT THE CUSTOMER IS SOLELY RESPONSIBLE FOR SUCH SPECIFICATIONS. THE WARRANTIES EXTENDED BY THE COMPANY, WHETHER EXPRESS OR IMPLIED, ARE LIMITED TO THOSE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT.  THE COMPANY MAKES NO OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY UNDERTAKES NO RESPONSIBILITY FOR THE QUALITY OF THE GOODS, AND ASSUMES NO RESPONSIBILITY THAT THE GOODS WILL BE FIT FOR ANY PARTICULAR PURPOSE FOR WHICH THE CUSTOMER MAY BE BUYING THESE GOODS, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THE COMPANY IS NOT LICENSED TO PRACTICE DENTISTRY AND DOES NOT KNOW THE PARTICULAR CIRCUMSTANCE AND APPLICATION UNDER WHICH THE PROSTHESES ARE TO BE UTILIZED, AND, THEREFORE, THE COMPANY DOES NOT AND CANNOT WARRANT THAT THE PROSTHESES ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE SAME IS IN ANY WAY MERCHANTABLE.
8. LIMITATION OF LIABILITY. THE CUSTOMER FURTHER ACKNOWLEDGES THAT THE COMPANY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY USING THE PROSTHESES. THE CUSTOMER ACKNOWLEDGES THAT IN NO EVENT WILL THE COMPANY BE LIABLE TO ANY PARTY, INCLUDING BUT NOT LIMITED TO THE CUSTOMER OR PATIENTS OF THE CUSTOMER, FOR ANY DAMAGES RESULTING FROM ANY USE OF THE PROSTHESES OR OTHERWISE. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, ACTUAL, AND/OR PUNITIVE DAMAGES, WHETHER CLAIMED BY THE CUSTOMER, ANY PATIENT OF THE CUSTOMER, OR ANY OTHER PARTY. IN ADDITION, THE CUSTOMER UNDERSTANDS THAT NO PATIENT OF THE CUSTOMER, NOR ANY OTHER PERSON NOT A PARTY TO THIS AGREEMENT, WILL BE CONSIDERED A THIRD-PARTY BENEFICIARY TO THIS AGREEMENT, AND THAT NO SUCH PERSON WILL BE ABLE TO ENFORCE AGAINST THE COMPANY ANY REPRESENTATIONS OR WARRANTIES, IF ANY, MADE HEREIN OR BY THE CUSTOMER TO SUCH PATIENT.
9. Indemnification. To the fullest extent permitted by law, the Customer shall defend, indemnify, and hold the Company and its principals, shareholders, directors, officers, employees, representatives, agents, successors, and assigns, free and harmless from any and all claims, liabilities, and damages, known and unknown, arising directly or indirectly from either the Company’s performance pursuant to the Customer’s orders, requests for products, work, services, or shipments, or otherwise by reason of the Customer’s treatment of any patient or the actual application, fit, alignment, or ultimate use of any prostheses prepared by Company hereunder, except as to claims arising from the Company’s intentional misconduct or gross negligence. With the prior approval of the Customer, which approval shall not be unreasonably withheld, the Company and its principals, shareholders, directors, officers, employees, representatives, agents, successors, and assigns may retain separate counsel to defend any such action, in which case the Customer shall pay for the reasonable costs and expenses of such counsel.
10. Entire Agreement/Non-Waiver. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter contained herein and therein and shall supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
11. Severable Provisions. Should any provision or portion of this Agreement be held or otherwise become unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such unenforceability or invalidity.
12. Choice of Law, Jurisdiction, and Venue. This Agreement, and all matters arising out of or relating to it or the transaction between the Company and Customer in any way, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.  Any action or proceeding arising out of or relating to this Agreement or the transaction between the Company and Customer shall be brought only in the state or federal courts having jurisdiction over Logan County, Kentucky.  The Company and Customer hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
13. Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns, except as set forth herein, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, except as set forth herein, nor shall any provision give any third person any right of subrogation or action over against any party to this Agreement, except as set forth herein.