TERMS OF SALE FOR SIRONA BRANDED PRODUCTS
1. SALES POLICY. Sirona Dental, Inc. (“Sirona Dental” or “Sirona”) products are sold to the health profession through professional dental equipment dealers. To qualify as an authorized Sirona Dental distributor, a dealer must meet the qualifications set forth in and sign a Sirona Dental Authorized Dealership Agreement. We will cooperate in creating a demand for our products, by utilizing modern means of advertising, exhibits and sales meetings.
2. WARRANTY. Sirona Dental products are warranted to the original end-user (from the date of installation) only against defective parts, material and workmanship FOR A PERIOD of TWENTY-FOUR (24) months (unless otherwise indicated in writing), but no longer than THIRTY (30) months for Equipment from the Sirona Dental original invoice date. For additional information please see point 13.
(a) Replacement (REX) parts and accessories purchased from Sirona Dental are warranted for a period of 1 year (12 months). Not withstanding the foregoing, in no event are Sirona Dental products warranted to the original owner-user for more than 30 months after the original Sirona Dental invoice date. Repairs or replacements shall not interrupt, nor prolong, the term of the original warranty. If within these time limits, a product or any of its components fail the original owner-user must return the product to Sirona Dental.
(b) For warranty Claims, please include a Return Authorization Form issued by Sirona Dental with an explanation of the problem, date of installation, the product’s model, serial number, and the original invoice number when purchased from Sirona Dental. For customers seeking warranty credit, defective parts should be returned within 90 days of shipment of replacement parts. Transportation charges (both ways) must be paid by dealer or dealer’s customer. If upon receipt at Sirona Dental, an examination reveals faulty or defective original parts, materials, or workmanship, Sirona Dental will make the necessary repairs or replacements. This warranty does not cover damages caused by misuse, abuse, accident, neglect or improper handling. Unauthorized alterations or repairs made outside Sirona Dental’s factory will void this warranty and charges for them will not be allowed.
(c) SIRONA DENTAL STRONGLY SUGGESTS THAT THE PURCHASER COMPLETES AND RETURNS THE WARRANTY REGISTRA- TION CARD (INCLUDED WITH THE PRODUCT) WITHIN (10) DAYS OF INSTALLATION. DOING SO WILL ALLOW SIRONA DENTAL TO BETTER SERVE THE PURCHASER.
(d) WARRANTY DISCLAIMER. In view of the above, all products sold to dealers AS IS. SIRONA DENTAL MAKES NO WARRANTY OTHER THAN THE ONE SET FORTH HEREIN OR THAT MAY BE PROVIDED IN A SEPARATE WARRANTY COVERING THE APPLICABLE PRODUCT. SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
3. SHIPMENT. Delivery and price terms are F.O.B. Sirona’s dock in Charlotte, North Carolina. Delivery shall be deemed to occur upon tender of Products to Customer. The method and route of shipment are at Sirona’s discretion. Title to Products and risk of loss or damage in transit shall pass to Customer upon delivery to a carrier. Customer shall file claims of risk of loss or
damage in transit with the carrier or insurer and Sirona shall cooperate with Customer in those efforts. Each shipment of Products constitutes a separate sale, whether the shipment is in whole or in partial fulfillment of Customer’s order or confirmation for Products.
4. PRODUCT RETURNS. Customer may return Products within 60 days of Sirona’s invoice and in accordance with Sirona’s Return Policy issued from time to time. In no event shall Customer return Products without first receiving a Return Merchandise Authorization (RMA) from Sirona. If Customer returns Sirona Products that are ineligible for return under the Return Policy, Customer may receive reduced credit or no credit and Sirona may return such Products to Customer. All such returns, destruction or disposal shall be at the Customer’s expense. All products and parts returns are subject to a 20% restocking charge.
5. PAYMENT, COLLECTIONS AND REMEDIES FOR NON-PAYMENT
(a) Payment Terms. Terms of payment shall be net 30. Customer shall pay to Sirona the full amount of the Net Price of Products upon the due date. Customer shall not make deductions from Net Price regardless of any claim, counterclaim or setoff that Customer may have, each of which shall be resolved independently on its own merits. Sirona shall promptly credit Customer’s account for all amounts that are due.
(b) Interest on Overdue Payments and Credits. Past due payments of Net Price owed by Customer shall bear interest on outstanding balances at a rate equal to the lesser of: (i) the highest rate legally permissible in Customer’s domicile or (ii) 11/2% per month from the date payment is due. Customer shall be liable to Sirona for all costs in connection with Sirona’s efforts to collect overdue payments, including attorneys’ fees and all other reasonable costs associated with such collection
(c) Remedies for Non-Payment. If Customer becomes delinquent in its payment obligations to Sirona, or if, in Sirona’s reasonable business judgement, Customer’s credit is impaired or Customer is unable to pay its bills when due, Sirona may, immediately upon notice to Customer, take one or more actions as it may deem appropriate in its sole, absolute discretion to protect its financial position, including: (i) refusing to accept any new order, (ii) canceling open purchase orders or suspending shipments, in whole or in part, it being agreed that continuation of shipments does nor constitute a waiver of any default, (iii) declaring all sums owing from Customer to be immediately due and payable, (iv) canceling or modifying any line of credit and payment terms previously extended, or (v) requiring, as a condition of continuing to do business, that Customer execute such instruments as Sirona in its sole, absolute business discretion deems appropriate to ensure payment by Customer of past and future debt. In no event shall Sirona be obligated to accept the return of Products in full or partial satisfaction of Customer’s account.
6. OFFER, ACCEPTANCE AND TERMS OF SALE. These terms and conditions of sale shall govern the sale of products and accessories (collectively, the “Products”) sold by Sirona Dental to its dealer or distributor customer (“Customer”). Whether or not this form is deemed an offer, an acceptance or a confirmation or acknowledgement, any terms and conditions of purchase or sale proposed by Sirona or Customer, whether orally or in writing, in connection with the purchase of Products that add to, vary from, or conflict with these Terms are hereby objected to, and both Customer and Sirona expressly condition its purchase and sale of Products on the other party’s assent to these Terms; provided, however, that in the event of any inconsistency or conflict between these terms and conditions of sale, the Agreement shall control. Customer shall be deemed conclusively to have unconditionally accepted these Terms with respect to each order by any conduct which recognizes formation of a contract for the purchase and sale of Products including (i) the opening of a letter of credit or other facility to pay for Products, (ii) the tender of payment or partial payment for Products, or (iii) the acceptance of Products, whether conforming or non-conforming.
Submission by Customer of a purchase order containing terms and conditions that vary from these Terms, and any shipment of Products in whole or partial fulfillment of such purchase order, will not be deemed to constitute an offer by Customer or an
acceptance by Sirona of any of the terms and conditions of such purchase order, except as to the identification and quantity of Products, but shall be deemed to be governed by these Terms. These Terms are incorporated into the Agreement. These Terms supersede the Terms and Conditions of Sale that appear on the reverse side of Sirona’s invoice form.
7. PRICES. Customer shall purchase Products at Sirona’s standard prices as set forth in the Price Schedules in effect at the time the order is placed, less all applicable discounts and allowances (the “Wholesale Price”) as set forth in the Agreement. All prices, discounts and allowances are subject to change unilaterally by Sirona upon their issuance and without advance notice; provided that, no such price, discount or allowance change shall affect any order previously placed by Customer and accepted by Sirona; and provided further than any prices and discounts described in the Agreement shall be changed by Sirona only as permitted in the Agreement. Prices are exclusive of all taxes of any nature, except taxes on Sirona’s net income, imposed by any governmental authority. All such taxes shall be for Customer’s account, whether or not collected, advanced or paid by Sirona, and shall be paid by Customer unless Customer timely provides tax exemption certificates in form satisfactory to Sirona
8. QUANTITY. The quantity of Products sold shall be as set forth in Customer’s purchase order (to the extent accepted by Sirona pursuant to these Terms) as such quantity may be modified pursuant to these Terms.
9. ORDER AND ACCEPTANCE. All purchase orders must be submitted by Customer in writing to Sirona. Orders must be accepted in writing by Sirona.
10. ORDER CANCELLATION. With respect to standard, catalogue and off-the-shelf Products only, Customer shall have the absolute right, without liability, to cancel orders, in whole or in part, upon notice to Sirona fourteen (14) days prior to shipment unless Sirona has notified Customer that an order is non-cancelable. Orders for custom-made Products, including custom configured cabinetry and operatory units, shall not be cancelable. Sirona shall have the absolute right, without
liability other than as set forth in the Agreement, to cancel orders or suspend shipments, in whole or in part, at any time due to insufficient inventory levels or the unavailability of Products and otherwise as provided in these Terms, and to cancel any part of an order placed on backorder for more than 60 days.
(a) Cabinetry Cancellation Policy.
• For all standard “Sirona by Kappler” cabinetry orders cancelled between the confirmed purchase order* date and 6 weeks before the scheduled delivery date, there will be a 15% restocking fee charged to the customer.
• For all custom “Sirona by Kappler” cabinetry orders cancelled between the confirmed purchase order and 6 weeks before the scheduled delivery date, there will be a 50% restocking fee charged to the customer.
• For all standard and custom “Sirona by Kappler” orders cancelled 6 weeks or less before the scheduled delivery date, there will be a 100% restocking fee charged to the customer.
Standard: Defined as listed in the current price book. Custom : Defined as not listed in the price book.
*A confirmed purchase order includes the dealer purchase order and all customer approved signed documents such as the draft of invoice, drawings, configurations, etc. and as been accepted as such by Sirona.
11. DELIVERY DATES. Delivery Dates for delivery of Products are good faith estimates. Except as set forth in the Agreement, Sirona assumes no liability for any loss or damage of any kind resulting from delay in delivery or failure to deliver Products. In the event of shortages, Sirona reserves the right to allocate shipment of orders and back orders in its sole, absolute business judge- ment and reserves the right to make complete or partial shipments of Products. In the event of any partial failure to deliver, Sirona shall have the right to receive payment for Products in fact delivered, whether or not delivery may have been delayed.
12. INSPECTION. Customer shall inspect Products upon receipt for shortages and visible Product damage, including checking for empty boxes and inspecting opened or damages boxes for shortage and visible Product damage. If Customer finds Product with visible damage, Customer must refuse to accept delivery of that Product. Otherwise, Sirona shall have no responsibility for such damage. Failure by Customer to notify Sirona in detail of any shortages within 15 days following receipt of Products or failure to refuse delivery of Products with visible damage shall be conclusive proof that Products have been received by Customer in the quantity specified on the bill of lading and without visible damage. As Customer’s exclusive remedy for damaged Products returned to Sirona by the carrier, Sirona shall at its election:
(1) replace such Products with conforming products if available; or
(2) credit the price paid for such Products against the price of other Products.
(a) No Warranty to Customer. SIRONA EXTENDS A LIMITED WARRANTY ON EACH OF ITS PRODUCTS DIRECTLY TO END USERS. CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ARE CREATED WITH RESPECT TO PRODUCTS BY THESE TERMS OR THE AGREEMENT OF WHICH THEY MAY BE A PART. ALL WARRAN- TIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY WITH RESPECT TO INFRINGEMENT THAT MAY BE PROVIDED BY SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER LAW ARE HEREBY EXCLUDED AND DISCLAIMED.
(b) No Other Obligation. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THESE TERMS OR IN THE
AGREEMENT, ALL OBLIGATIONS TO CUSTOMER WITH RESPECT TO DEFECTIVE PRODUCTS ARE HEREBY DISCLAIMED EXCEPT AS SIRONA MAY UNDERTAKE IN A PUBLISHED POLICY WITH RESPECT TO PRODUCTS THAT ARE FOUND TO BE DEFECTIVE IN CUSTOMER’S INVENTORY PRIOR TO RESALE BY CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT SIRONA SHALL HAVE NO LIABILITY FOR ANY COST OR EXPENSE FOR REPAIR, INSTALLATION OR OTHER WORK BY CUSTOMER IN CONNECTION WITH PRODUCTS.
(c) Delivery of Warranty to Consumer. Customer acknowledges having received a copy of Sirona’s Limited Warranties currently in effect for Products. Sirona reserves the absolute right to modify or replace any or all Limited Warranties and shall promptly provide Customer with copies such new Limited Warranties. Customer shall at all times comply with all applicable laws relating to the availability of Sirona’s Limited Warranties to consumers.
(d) No Warranty on Behalf of Sirona. Customer shall not make any warranty, representation or guarantee to any person, either orally or in writing, in the name or on behalf of Sirona. Customer shall not make or publish any technical description of Prod- ucts, including features and specifications, beyond the description published by Sirona. Customer acknowledges that it is solely responsible for all decisions whether or not Products are compatible or suitable in combination with products not supplied by Sirona. Sirona disclaims all representations in that regard.
(a) Protection against Patent Claims.
(1) Intellectual Property Matters-Undertaking Customer’s Defense. Upon notice from Customer, Sirona shall investigate all claims made against Customer that Products (other than Products carrying a third-party’s brand) purchased by Customer from Sirona infringe any United States patent or other United States intellectual property right arising by virtue of the sale or use by Customer of such Products (collectively, “Patent Claims”). Sirona shall defend, at Sirona’s cost and expense, any legal action against Customer alleging Patent Claims, shall pay any settlement Sirona makes in respect of such legal action and shall pay, indemnify and hold Customer harmless against all final judgments and costs entered by a court of competent jurisdiction by reason of such legal action; provided that, Sirona shall have no obligation to undertake such defense or to pay or indemnify against such judgments or costs if Products that are the subject of the Patent Claims have been altered or modified by Customer or have been combined (other than as directed by Sirona in its service manuals) by Customer with any other product or have been made to Customer’s specifications.
(2) Protecting Customer’s Inventory from Patent Claims. In addition to undertaking the defense of legal actions as provided above, Sirona shall protect Customer’s inventory of Products that are made subject to any injunctive proceeding as a result of Patent Claims, or in other circumstances Sirona deems in its sole, absolute discretion to be appropriate, by doing any one or more of the following at Sirona’s option: (i) obtain for Customer the right to use or sell the allegedly infringing Products;
(ii) replace or modify Products so as to avoid the alleged infringement; or (iii) accept return of the allegedly infringing Products and refund to Customer the purchase price paid therefor plus return freight.
(3) Exclusive Rights. The rights and obligations set forth in paragraphs 10(a)(1) and 10(a)(2) above, shall be Sirona’s exclusive obligations and Customer’s exclusive rights and remedies with respect to Patent Claims.
(b) General Indemnifications and Claim Processing.
(1) General Indemnification by Sirona. Except with respect to Losses (as defined herein) related to Patent Claims, and subject to the liability, remedy and damage limitations set forth in these Terms, Sirona shall indemnify, defend and hold harmless Customer and its parent and affiliates, its and their successors and assigns and its and their officers, directors, agents, employees and contractors, (collectively, the “Customer Indemnities”) from and against, or shall, in Sirona’s sole, absolute discretion, settle solely for money, any and all loss or liability of any nature whatsoever cognizable at law (collectively, “Losses”) resulting from third-party claims against a Customer Indemnity, and shall, at Sirona’s expense, including, without limitation, reasonable attorneys’ fees, defend Customer Indemnities against claims for Losses, whether or not frivolous, that may be asserted against the Customer Indemnity by such third party, arising out of: (a) a defect in the design or manufacture of Products, or (b) a breach by Sirona of the terms of these Terms or the Agreement; provided that, such Losses are not attributable in whole or in part to Customer’s (or its agent’s, servant’s, independent contractor’s or employee’s) act or omission or breach of these Terms or the Agreement of which they may be a part.
(2) Insurance. Upon Customer’s written request, Sirona shall provide to Customer a Broad Form Vendors Endorsement Certificate of Insurance with respect to Products evidencing Sirona’s completed operations/product liability
coverage in an annual aggregate amount of three million dollars ($3,000,000), primary plus excess, and naming Customer as an additional insured in respect of such coverage. Such insurance shall be written by a reputable insurance company licensed to do business in the United States and such policy shall provide that Customer will be given at least ten (10) days’ written notice prior to its termination. Nothing in this paragraph shall be deemed to enlarge or limit the liability of Sirona under these Terms. Sirona shall not protect the Customer’s margins.
(3) General Indemnification by Customer. Subject to the liability, remedy and damage limitations set forth in these Terms, Customer shall indemnify, defend and hold harmless Sirona and its parent and affiliates, its and their successors and assigns and its and their officers, directors, agents, employees and contractors, (collectively, the “Sirona Indemnities”) from and against, or shall, in Customer ‘s sole, absolute discretion, settle any and all Losses resulting from third-party claims against an Sirona Indemnity, and shall, at Customer’s expense, including, without limitation, reasonable attorneys’ fees, defend the Sirona Indemnities against claims for Losses, whether or not frivolous, that may be asserted against the Sirona Indemnity by such
third party, arising out of: (a) the breach by Customer of its representations, warranties or obligations under these Terms or the Agreement; or (b) the conduct by Customer of its business; provided that, such Losses are not attributable in whole or in part to Sirona’s (or its agent’s, servant’s, independent contractor’s or employee’s) act or omission or breach of these Terms or the Agreement of which they may be a part.
(c) Processing an Indemnified Claim. As a condition to the obligations set forth in paragraphs 10(b)(1) and (3) above, Sirona and Customer shall adhere to the following procedure-upon receipt of a claim indemnified hereunder, the party receiving the indemnification (the “Indemnified Party”) shall give to the party providing the indemnification (the “
Indemnifying Party”) prompt notice thereof and shall, at no out-of-pocket expense to the Indemnified Party, cooperate with the Indemnifying Party with respect to the defense or settlement of such matter. The Indemnified Party shall have the right, without affecting its indemnity hereunder, to participate in the administration, defense and settlement of such matter at its own cost and expense and with counsel of its own choosing, but the Indemnifying Party shall have the right in its sole,
absolute discretion to control such administration, defense and settlement in all aspects. Notwithstanding anything in these Terms to the contrary; the Indemnifying Party shall not settle any matter without obtaining a full and unconditional release of the Indemnified Party and obtaining the consent of the Indemnified Party for any settlement other than solely for money.
(a) Trademark Use. Customer may use the trademark, “SIRONA,” and Sirona’ other trademarks as found in Sirona’s Product literature solely in connection with the sale of genuine Products, but only if due regard is given to proper trademark use and the ownership by Sirona of its name and marks. In no event shall Customer use any trademark or trade name owned by Sirona, or its parents or affiliates, either alone or with any other word or words as part of Customer’s trade, or corporate name or in combination with any others’ trademark without Sirona’s express written consent. Customer shall not remove any trademark or trade name from Products. Customer acknowledges that Sirona, and its parents and affiliates, have legally protected and valid intellectual property rights in Products, product images and descriptions, trade dress, trade names, trademarks, logos and all other proprietary information and things, tangible and intangible, whether or not registered, used by Sirona in connection with its business and Products (the “Intellectual Property Rights”). Customer shall not imitate Products or infringe upon Sirona’s Intellectual Property Rights in any way whatsoever, and shall not participate in any way in the distribution or sale of imitations of Products or the distribution or sale of any Sirona-brand merchandise that was not intended for sale in the United States (so-called “Gray Market Merchandise”). Customer shall not use the “SIRONA” name or, except as provided in this paragraph, any of the Intellectual Property Rights without Sirona’s prior written consent. Customer acknowledges and agrees that it has no ownership or other property interest in or to the Intellectual Property Rights.
(b) Injunctive Relief. Customer acknowledges that should it breach any of its covenants with respect to Sirona’s trademarks or other Intellectual Property Rights, Sirona and the owner of such Intellectual Property Rights shall be irreparably harmed and will be entitled to an injunction preventing Customer from further breaching such covenants without any further or more particularized showing of irreparable injury and without the need to post bond or other security. Such an injunction may be applied for before any Court having jurisdiction thereof. In any such proceeding, Sirona and such owner shall be entitled to recover any damages it suffers as a result of Customer’s breach, including the recovery of any costs and reasonable attorneys’ fees incurred in enforcing the Intellectual Property Rights.
16. LIMITATION OF DAMAGES.
(a) Indirect Damage Limitation. EXCEPT FOR CONSEQUENTIAL DAMAGES RELATING TO PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW OR IN RESPECT OF MATTERS SUBJECT TO SECTION 10(a)(1) OR SECTION 10(b)(1) OF THESE TERMS OF SALE, UNDER NO CIRCUMSTANCES SHALL CUSTOMER OR SIRONA BE LIABLE TO THE OTHER, UNDER ANY LEGAL THEORY, FOR INDIRECT, SPECIAL, INCIDENTAL (EXCEPT AS PERMITTED BY THESE TERMS), PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC LOSS, SUSTAINED BY SIRONA OR CUSTOMER, AS THE CASE MAY BE, OR BY ANY OTHER PERSON, IN CONNECTION WITH ANY ORDER FOR PRODUCTS OR CONTRACT THEREFOR OR THE PRODUCTS COVERED THEREBY.
(b) Direct Damage Limitation. THE LIABILITY OF SIRONA OR CUSTOMER, AS THE CASE MAY BE, FOR DIRECT
DAMAGES IN CONNECTION WITH ANY ORDER FOR PRODUCTS OR CONTRACT THEREFOR OR PRODUCTS COVERED THEREBY, REGARDLESS OF THE DELIVERY OR NON-DELIVERY, ACCEPTANCE OR NON-ACCEPTANCE OF SUCH PRODUCTS, AND WHETHER OR NOT PRODUCTS ARE CONFORMING, WILL NOT IN ANY EVENT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.
17. CHANGES IN DESIGN; ERRORS. Sirona reserves the right to correct clerical and typographical errors in any quotation, acknowledgment, invoice or Product publication or catalog. Sirona shall have the absolute right at any time to modify products prior to delivery or cease making available any Product, all without advance notice to Customer, and Sirona shall not be liable to Customer for failure to furnish Products of any model, design or type previously sold. In no event shall Sirona be obligated to make any such modification in Products previously supplied to Customer or to continue to supply Products as made prior to such modification. Sirona reserves the right in its sole, absolute discretion to reclassify or regroup Products and to replace or discontinue Products. Sirona shall not have any liability of any nature as a result of any of the foregoing.
18. MISCELLANEOUS. (a) These Terms shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto. (b) The rights of Customer hereunder are not assignable and any attempted assignment shall be null and void. (c) Unless otherwise expressly provided in these Terms, there are no third-party
beneficiaries of these Terms. (d) The captions set forth herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms. (e) The words “including” and “include” as used in this document mean, re- spectively, “including, without limitation” and “include, without limitation” and shall be interpreted as not limiting the matter described by the examples given. (g) The words “hereof,” “herein” and “hereunder” and words of similar import shall refer to all applicable provisions of these Terms and the agreement of which they may be a part and not to any particular provision of either. (h) These Terms are the result of negotiation and, accordingly, no presumption or burden of proof will arise with respect to any ambiguity or question of intent concerning these Terms favoring or disfavoring Sirona or Customer by virtue of the au- thorship of any provision of these Terms. (i) Words denoting the singular tense or person shall include the plural and vice versa.
(j) Any specific right or remedy provided in these Terms shall not be exclusive or limited unless expressly provided herein, but shall be cumulative with all other rights and remedies set forth in these Terms or available under applicable law. (k) All claims and controversies in connection with these Terms shall be governed by the internal law of the State of New York, exclusive of its conflict-of-laws principles. All causes of action instituted by either party with respect to these Terms shall be brought either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, County of New York. For this purpose, both parties hereby irrevocably consent to the jurisdiction of the State of New York over their person and, to the maximum extent permitted by law, waive every defense based upon improper venue, inconvenient venue or lack of jurisdiction. Notwithstanding the foregoing, in respect of claims for indemnification of third-party claims: (1) the rights and obligations of the parties shall be governed by the same body of law as applies to the determination of the principal claim for which indemnification is sought; and (2) the parties hereby irrevocably consent to the personal jurisdiction of any court in which any such third-party claim is commenced or pending. (l) THE PARTIES HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR SUIT UNDER THESE TERMS OR OTHERWISE ARISING OUT OF THE RELATIONSHIP OF THE PARTIES.
Trade names / registered trade marks of the manufacturers:
The designations used in this price list with reference to the instruments are trade names or registered trade names of the manufacturers:
KaVo, Biberach, Germany:
W&H, Bürmoos, Austria:
ROTO Quick, INCOLIGHT
Bien Air, Biel-Bienne, Switzerland:
NSK, Tochigi-ken, Japan:
Dentatus, Hägersten, Sweden: