TERMS AND CONDITIONS OF SALE

BY CLICKING "Place Order" BELOW AND SUBMITTING AN ORDER THROUGH THIS WEBSITE, YOU ACCEPT AND ARE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, WHETHER OR NOT YOU HAVE READ THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "PLACE ORDER" (YOU MAY RETURN TO YOUR CART BY CLICKING "EDIT CART" INSTEAD IN WHICH CASE YOUR ORDER WILL NOT BE SUBMITTED). YOU FURTHER REPRESENT AND CERTIFY THAT YOU ARE DULY AUTHORIZED ON BEHALF OF YOUR ORGANIZATION TO SUBMIT AN ORDER THROUGH THIS WEBSITE AND BIND YOUR ORGANIZATION TO SUCH ORDER.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (I) AT LEAST 18 YEARS OF AGE OR (II) LEGAL AGE TO FORM A BINDING CONTRACT WITH PATTERSON DENTAL SUPPLY, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THESE WEBSITE'S CONTENTS OR GOODS BY APPLICABLE LAW.

The following terms and conditions of sale ("Terms") apply to orders placed with Patterson Dental Supply, Inc. ("Patterson," "we," "us," or "our") at pattersondental.com (the "Site"). Terms are subject to change by Patterson without prior written notice to you at any time, at the sole discretion of Patterson. The latest version of these Terms will be posted on the Site and you should review these Terms prior to purchasing any products that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

These terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products through this Site.

Patterson Account Required to Place an Order through this Site

You are required to have an account with Patterson to place an order with us through the Site. If you do not have an account with Patterson, you may obtain an account online at https://www.pattersondental.com.

General

Any order placed by you through the Site shall be deemed to constitute an offer by you to buy, under these Terms, all products listed in your order. Any order placed by you through the Site shall be deemed to be accepted by Patterson, and a contract on these Terms shall be deemed to be entered into, upon the transmittal of Patterson's "Acknowledgement of Order" to you, or upon the shipment of products to you, whichever occurs first. PATTERSON HEREBY EXPRESSLY OBJECTS TO, AND IS NOT BOUND BY, ANY TERMS OR CONDITIONS ON YOUR CONFIRMATION FORMS OR OTHER DOCUMENTS, WHICH ATTEMPT TO IMPOSE UPON US TERMS AND CONDITIONS WHICH DIFFER FROM THESE TERMS; AND SHIPMENT OR OTHER PERFORMANCE BY US SHALL NOT CONSTITUTE ASSENT TO ANY SUCH INCONSISTENT TERMS. The order, together with these Terms, our Acknowledge of Order, the Terms of Use and Privacy Policy, shall constitute the entire agreement between you and Patterson and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties and communications, oral or written, between the parties.

Order

You hereby authorize us to procure and deliver the products described in your order. You may not cancel, modify, suspend or delay shipment of your order without our prior written

consent and the payments to us of reasonable cancellation/modification charges.

Authority

You hereby represent and warrant to Patterson that you have the corporate/legal authority (whether express or apparent) necessary to place the order for products through this Site and you acknowledge that we have no obligation to confirm the same. You shall be deemed to have placed the order for the products on behalf of the legal entity and/or its particular location of operation with the intention and authority to bind it.

Payment

Terms of payment are within our sole discretion and payment in full is due on or before delivery unless otherwise expressly provided in a separate written agreement between you and Patterson. In the event you accept partial delivery, you shall make a corresponding partial payment.

We accept Visa, MasterCard, Discover Card and American Express. You represent and warrant to Patterson that (i) the credit card information you supply to us is correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable shipping and handling charges and taxes, if any.

You may also charge your order to your Patterson account. All orders are subject to credit approval. If you application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, please contact the undersigned within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement.

Notice: The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion,

national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is FDIC, 2345 Grant Avenue, Kansas City, MO 64108.

If you fail to make any payment when due, you will pay a late charge not to exceed the lesser of 1.5% per month or the maximum interest allowable under applicable state law on any late payments due hereunder.  Our receipt of any payment less than the full amount due shall not waive any of our rights.  You agree to pay all shipping and handling charges, if applicable, and all taxes and other charges of any kind imposed by any governmental entity in respect of your order.  If we agree to extend credit to you, you grant Patterson a purchase money security interest in all products described in your order to secure payment of any amounts due hereunder.  Payment shall be made in U.S. Dollars ($), unless otherwise agreed in writing by you and Patterson. We may set off any amount due from you, whether or not under this order, against any amount which may become due to you from us, whether or not under this order.  All costs and expenses, including but not limited to collection fees and reasonable attorney’s fees for the collection of any overdue amount due us, shall be paid by you.

Prices

Unless otherwise agreed in writing by us, prices for products are accessible to you through your Patterson account, and are subject to change by Patterson at any time and without notice to you. Unless expressly stated to the contrary, prices for the products covered by your order are exclusive of shipping and handling charges, and federal, state or other sales, use or similar taxes due and payable by reason of this sale.  Such shipping and handling charges, if applicable, and taxes shall be your responsibility and may be added to the invoice as a separate item, or may be separately invoiced.

Shipping Terms; Delivery; Title

We will arrange for shipment of the products to you.  If applicable, you will pay all shipping and handling charges specified during the ordering process.

Title and risk of loss for the products shall pass from Patterson to you upon our transfer of the products to the carrier/delivery. Any delivery dates specified or quoted by us are estimates only, based on the anticipated product availability at that time. We will make a good-faith effort to meet the estimated shipping dates, but we shall not be responsible for failure to do so.  PATTERSON SHALL NOT BE LIABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THESE TERMS; AND PATTERSON SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAYS IN SHIPMENT OR FURNISHING OF THE PRODUCTS UNDER THIS ORDER, WHETHER TO YOU OR THIRD PARTIES. We will notify you of conditions delaying or preventing delivery of ordered products, and will provide you with our best estimate of the rescheduled delivery(ies). 

Inspection and Acceptance

You will have three (3) days after delivery of the products covered by your order to inspect such products and to provide written notice to Patterson of any defects.  If you do not notify us of any defects in the products during this period, the products shall be deemed accepted by you, we will not accept a return of the products and it is expressly agreed that you shall have waived all claims based on any defects that were or would have been discovered upon reasonable inspection during this period.  Such acceptance shall be deemed to have been made with knowledge of any defects that such an inspection reasonably would have revealed.

Use of Products for Business Purpose

You represent and warrant that you will use all products ordered from Patterson solely in the operation of your business (and not for any personal, household or family purpose), for the purpose intended, and at the permitted location(s).  You shall use all products covered by your order in accordance with the operator and user guides and other manuals and technical information and manufacturer specifications, whether in hard copy, electronic or other format, furnished by us and/or the product manufacturer to you.

Force Majeure

We shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms due to causes beyond our reasonable control, including without limitation: your acts or acts of others acting for or on your behalf; general shortage of transport and material, delays in manufacture or transportation; strikes, slowdowns, lockouts or other labor disputes or difficulties; governmental controls, restrictions, regulations or actions or non-expected government regulations changing laws presently in force; war, riot, acts of terror, or subversion, hostilities, invasion, rebellion or terrorism; fire, flood, earthquakes, storms or other 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 time lost by reason of the failure or delay.

Disclaimer of Warranties

Patterson is not the manufacturer of the products covered by your order.  FOR THE AVOIDANCE OF DOUBT, PATTERSON MAKES NO WARRANTIES WHATSOEVER REGARDING THE PRODUCTS COVERED BY THIS ORDER OR OTHERWISE, AND PATTERSON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE OR NON-INFRINGEMENT. You acknowledge and agree that all repair, warranty, service, defect or replacement obligations, if any, are the sole responsibility of the product manufacturer.  No advice or consultation we may provide relieves you from your sole responsibility for proper product selection, use or maintenance.

Disclaimer of Liability

IN NO EVENT WILL PATTERSON BE LIABLE TO YOU OR ANYONE CLAIMING UNDER YOU FOR: (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES OF ANY KIND, INCLUDING LOSS OF INCOME OR PROFITS OR GOODWILL, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, 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.  IN ANY EVENT, PATTERSON’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS ORDER, THESE TERMS OR ANY OF THE PRODUCTS PROVIDED HEREUNDER IS LIMITED TO THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM.

Indemnification

To the maximum extent allowed by law, you agree to protect, indemnify and save harmless Patterson, its successors, assigns, employees, and agents of and from any claim, loss, damage, deficiency, action, demand, judgment, cost or expense (including attorney’s fees) arising out of: (i) your negligence, use, ownership, maintenance, transfer, transportation or disposal of the products covered by your order, (ii) your violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices, and (iii) your breach of these Terms.  Patterson’s remedies under these Terms are cumulative and in addition to any other remedies available to Patterson at law, in equity, by contract or otherwise.  No purported limitation on Patterson’s remedies contained in any purchase order or other agreement, instrument or document provided by you shall operate to reduce your indemnification obligations hereunder.

Amendment; No Waiver

No waiver, alteration, amendment or modification of any of the provisions of these Terms shall be effective unless in writing and signed by a duly authorized representative of Patterson.  Waiver by any party of strict performance of any provision of these Terms 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 these Terms.  

Data Security & PCI Standards

Patterson has used commercially reasonable efforts to ensure that any products described in your order that are subject to Payment Card Industry Data Security Standards (“PCI DSS”) comply as of the date of you order with PCI DSS. In its use of such products, you shall comply with your obligations under PCI DSS and other applicable data protection standards.

Privacy

We respect your privacy and are committed to protecting it.  Our Privacy Policy, which you may access through pattersondental.com, governs the processing of all personal data collected from you in connection with your purchase of products through the Site. 

Your Obligations

Cooperation.  You shall provide Patterson all data, information and cooperation we deem necessary for the performance of our obligations under these Terms.  We shall have no liability for any delay in the performance of our obligations resulting from your failure to provide data or information or to cooperate.

Compliance with Law.  You shall comply with all federal, state, county and municipal laws, ordinances, regulations, orders (“Applicable Laws”) and contractual obligations, including requirements of insurers, credit card issuers and other third party service providers, applicable to your purchase, use, operation and/or disposal of any products covered by your order.  Such Applicable 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.

Discounts

You represent and warrant that you will comply with all applicable federal and state laws and regulations, including, without limitation, the Federal Anti-Kickback Statute, 42 U.S.C §1320a-7b, any applicable “exceptions” or “safe harbors” under the Federal Anti-Kickback Statute, and any state laws comparable to the Federal Anti-Kickback Statute, with respect to your order or any applicable discounts on the products described in your order.  In particular, you expressly acknowledge that the Federal Anti-Kickback Statute prohibits “illegal remuneration” as defined therein, in connection with the provision of goods or services for which payment is made in whole or in part under Medicare.  It is the intention of you and Patterson that your order shall in all respects comply with the Discount Safe Harbor, 42 C.F.R. §1001.952(h) or the Statutory Discount Exception, 42 U.S.C. §1320a-7b(3)(A).  You agree that, if it is required to report your costs on a cost report, then (i) the discount must be based on purchases of the same good bought within a fiscal year; (ii) you must claim the benefit in the fiscal year in which the discount is earned or in the following year; (iii) you must fully and accurately report the discount in the applicable cost report; and (iv) you must provide, upon request, certain information required to be provided to you by Patterson.  You further represent and warrant that it has been independently determined that the products covered by your order are in the best clinical interest of patients.

Confidentiality

You agree that the terms of your order, as well as the existence of your order and the pricing and other considerations set forth herein, are confidential and will not be disclosed, directly or indirectly, to any person or entity (other than those in the respective organizations with a need to know the information), except as required by law or as necessary to perform the obligations under this Agreement.

Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent.  Any purported assignment or delegation in violation of this provision is null and void.  No assignment or delegation relieves you of any of your obligations under these Terms.

No Third Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

Notices

To You.  We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Site.  Notices sent by email will be effecting when we send the email and notices we provide by posting will be effecting upon posting. It is your responsibility to keep your email address current.

To Us.  If you have questions regarding your order, please call us at 1-800-873-7683.  To give notice to us under these Terms, you must contact us by: (i) contacting your Patterson branch or customer representative in writing by facsimile, personal delivery, overnight courier or registered or certified mail; or (ii) personal delivery, overnight courier or registered or certified mail to Patterson Dental, Attention: Legal, 1031 Mendota Heights Road, Saint Paul, MN 55120.  We may update the address for notices to us by posting a notice on the Site.  Notices provided by personal delivery will be effective immediately.  Notices provided by overnight courier will be effective one business day after they are sent.  Notices provided by registered or certified mail will be effective three business days after they are sent.

Security

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provision of these Terms.

Governing Law; Jurisdiction

Your order and these Terms shall be governed by, and construed and enforced in accordance with, the laws of Minnesota without regard to any principles of conflicts of laws.  Any and all legal actions or proceedings shall be brought only in the federal or state courts located within Ramsey County, Minnesota, and you consent to the exclusive jurisdiction of such courts and waive any objection to such jurisdiction.