Terms and Conditions of Purchase

These Terms and Conditions of Purchase (“Terms and Conditions”) are part of each purchase order that DH Dental Business Services, LLC or, or any Affiliate providing dental or orthodontic products or services of these entities (collectively “Envista”), issues. In these Terms and Conditions,“Buyer” means either Envista or an Affiliate of Envista, as specified in the purchase order, “Seller” means the seller named in the order, “goods” mean the goods that Buyer is to purchase from Seller, as described in the purchase order, “services” mean the services that Seller is to provide to Buyer, as described in the purchase order “Affiliate of ENVISTA” means at any time any corporation, limited liability company, partnership or other entity that is controlled by or under common control with ENVISTA, and “control” of an entity means the possession by ENVISTA, directly or indirectly, of 50% or greater of the voting stock, shares or interest of such entity.


Any purchase order issued by Buyer is subject to these Terms and Conditions. Any of Seller’s terms of sale which are in conflict or inconsistent with, or in addition to, these Terms and Conditions, shall not be binding on Buyer unless specifically accepted in writing signed by Buyer. Under no circumstances shall any conflicting terms of Seller apply. No oral agreement or other understanding, unless pursuant to a pre-existing written agreement between the parties, shall in any way modify any purchase order issued by Buyer, or these Terms and Conditions. Seller’s action in (a) accepting any purchase order issued by Buyer, or (b) delivering goods and/or providing services called for under the purchase order shall constitute an unconditional acceptance of these Terms and Conditions.


Unless otherwise agreed to between Seller and Buyer, the price for the goods and/or services shall be as specified in the purchase order. Unless otherwise provided in a purchase order covering the goods and/or services, or otherwise specified by statute, Seller shall pay any federal, state, local, or other sales tax due, transportation tax, or other excise tax, custom duty, or levy, including foreign, provincial, and local taxes, which may be imposed upon the goods and/or services ordered by Buyer, by reason of their sale, service or delivery. Seller warrants that price shown on the purchase order is complete, and no additional charges of any type shall be added without Buyer’s express written consent. Terms of payment are as specified in the purchase order, or as otherwise previously arranged between Buyer and Seller. If no terms of payment are specified in the purchase order, or if no payment terms have been agreed to between Buyer and Seller, then Buyer shall make payment within ninety (90) days of the receipt of an accurate invoice (including via credit card payment at Buyer’s option). Except for payments made via credit card, Seller will provide Buyer with a two percent (2%) discount on all invoices paid by Buyer within thirty (30) days of receipt of an accurate invoice. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of any transaction by Buyer with Seller.


Unless otherwise agreed to between Buyer and Seller in writing or otherwise specified in the purchase order, Seller shall deliver the goods F.O.B. Buyer’s facility identified in the purchase order (if both Buyer and Seller facilities are located in the United States), or FCA (Incoterms 2010) Sellers’s Facility (if either, or both of, Buyer or Seller facilities are located outside of the United States). If different shipping terms are chosen, such as, DDP or FOB our dock, the changes must be approved by the Director of Logistics (or equivalent) of Buyer in advance in writing. Time is of the essence in performance under these Terms and Conditions, and the delivery dates specified by Buyer in any purchase order shall not be extended or excused for any reason, except as provided in the Force Majeure section below. Title to, and risk of loss for, the goods will remain with Seller until the goods are received at Buyer’s facility (“ROL Transfer”), regardless of the method of delivery. Seller will preserve, pack, package and handle the goods so as to protect the goods from loss or damage in accordance with best commercial practices or as specified by Buyer, at no additional charge. Seller will include with each delivery of goods a packing list identifying the purchase order number, description and quantity of the goods contained and the date of shipment. Every packing slip and invoice must be complete and accurate. Seller shall maintain complete and accurate records of production and delivery of goods. Seller shall deliver materials safety data sheets, as applicable.


All goods and/or services furnished under any purchase order issued by Buyer are subject to inspection and acceptance at Buyer’s facility. Except to the extent limited or allowed under the law of the jurisdiction in which Buyer is located, Buyer shall be allowed a reasonable period of time to inspect the goods and/or services rendered and to notify Seller of any non-conformance. Buyer may reject defective or non-conforming goods and/or services, in which case, at Buyer’s option, Buyer may either charge back to Seller the price indicated in the purchase order, or may require Seller to replace the applicable goods or reperform the applicable services, in each case with Seller bearing all of the associated cost. To the extent Buyer returns rejected goods to Seller, such return shall be at Seller’s expense.


Buyer will not accept any change or substitution made by Seller in goods and/or services ordered unless such change or substitution has been approved by Buyer in writing. Buyer reserves the right at any time by issuing an amendment to this order to make changes including, but not limited to, drawings, specifications, quantity, delivery or the general scope of work specified in this order and/or to direct temporary suspension and/or resumption of scheduled shipments and/or services. Within ten (10) days after issuance of such change by Buyer, or such other time as agreed to by Buyer, Seller shall transmit to Buyer a detailed statement showing the resulting increase or decrease, if any, in Seller’s price and the effect upon the time of performance of this order. Thereafter, if appropriate, an equitable adjustment shall be made in price or delivery or both and this order shall be amended accordingly by Buyer. In the event such change increases Seller’s cost, Seller’s failure to advise Buyer that an adjustment is necessary shall constitute Seller’s agreement to perform such change in accordance with the price and delivery specified in the original order and/or subsequent revisions thereto. In the event that a change is of such a nature and scope as to preclude performance by Seller, Seller shall immediately notify Buyer in writing, and Buyer may terminate this order and be liable for only those costs incurred to date of change, excluding anticipatory profits of this order.


In addition to any express written warranties in any product literature or other document between the parties or warranties imposed under the laws of the state or country into which the goods may be shipped, Seller warrants that, for a period of two (2) years from the date the goods are delivered to Buyer or the services are performed, the goods furnished or services provided under any purchase order issued by Buyer shall (a) be of good quality and workmanship, (b) be free of defects of material and workmanship, (c) conform to the specifications, drawings, approved sample, if any, or other description relating to the goods, (d) be merchantable and fit for the intended purpose, (e) perform as specified, (f) be rendered with due care, skill and diligence; and (g) be provided by suitably skilled and experienced personnel. Except to the extent such remedy may be limited by the laws of the state or country into which the goods may be shipped, in the event any goods furnished under any purchase order issued by Buyer fail to comply with any of the foregoing requirements, Seller shall, at its expense, but at Buyer’s option, and promptly upon receipt of written notice from Buyer regarding such failure, remove such goods and repair or replace them with goods that fully meet the requirements of the purchase order. This warranty shall run to customers and users of Buyer’s goods incorporating Seller’s goods. Seller must obtain written approval from Buyer before applying any change to the goods supplied or the tools and procedures used to produce the goods.


The Seller warrants, acknowledges, and confirms that, prior to submitting a proposal for the services, the Seller has examined all the specifications, requirements, directions and conditions relating to the service and assumes full and complete responsibility for, all risk in connection with said services. Seller hereby represents that it is authorized to perform the services set out in the purchase order. All work and services shall be accomplished in a professional and workmanlike manner by qualified, licensed (if applicable) and diligent personnel using industry accepted practices and standards. In the event any portion or all of the work fails to comply with the appropriate standard(s), and Seller is so notified in writing within ninety (90) days after discovery of the non-conformance, Seller will correct the work at its own expense or, at Buyer’s option, will refund the amount of the compensation paid for such portion.


Seller shall indemnify, defend, and hold harmless Buyer and Buyer’s affiliates, officers, directors, employees, successors, assigns, agents, and customers from and against any, and all claims, actions, liabilities, damages, losses, costs, and expenses (including legal fees) arising out of or in any way connected with the goods provided and/or the services performed under any purchase order including without limitation: (i) defective workmanship, quality of material or service; (ii) Supplier’s failure to comply with any applicable law, statute, rule or regulation, including without limitation, related to privacy and publicity; (iii) the negligence or willful misconduct of the Supplier, its agents, subcontractors or employees; (iv) death or bodily injury to any person; (v) Sellers use of Buyer’s products or services in connection with the work or services; (vi) Sellers use of information or materials provided to Seller by Buyer; or (vii) damage or destruction to property, caused by, arising out of, connected with or resulting from the goods and/or the acts or omissions of the Supplier, its agents and subcontractors.





Seller will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Buyer in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Seller further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Seller in the jurisdiction or jurisdictions in which Supplier’s operations take place.


In the event that Seller or Buyer learns of any potential safety hazard or unsafe condition relating to or involving any of the goods, it shall immediately advise the other party. The parties shall cooperate in communicating with the public and governmental agencies and will address and, if necessary, correct any such condition that is found to exist at Seller’s sole cost and expense. In the event (a) Seller, Buyer, or any governmental agency or court having jurisdiction over the goods or a purchase order determines that any goods or any part thereof contains a defect or serious quality or performance deficiency, or (b) any goods are not in compliance with the specifications or Buyer’s standards and requirements such that after consultation with Seller, including but not limited to a “root cause” determination, such goods should be reworked or recalled, Seller shall undertake all corrective actions, including those required to meet all obligations imposed by law, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents. Seller shall be responsible for all matters and costs associated with the recall, including but not limited to: (i) customer notification and contact; (ii) all expenses and losses incurred by Buyer in connection with the recall (and where applicable, any product of Buyer with which the recalled goods has been packaged or integrated), including but not limited to refunds to customers, lost profits, transportation costs, and all other costs associated therewith; and (iii) initial contact and report of the recall to any government agency having jurisdiction over the affected products. If a government agency initiates any inquiry or investigation relating to the goods or similar goods manufactured or supplied by Seller, Seller shall notify Buyer immediately thereof and take reasonable steps to resolve the matter without exposing Buyer to any liability or risk. Buyer and Seller shall consult with each other prior to making any statement to the public or to any governmental agency concerning issues related to any potential safety hazard or unsafe condition involving any of the goods provided hereunder, except in circumstances in which a failure to do so would prevent the timely notification which may be required to be given under any applicable law or regulation. In connection with any such potential safety hazards or unsafe conditions involving any of the goods, the parties agree not to, directly or indirectly, disclose, communicate, or publish any disparaging, negative, harmful, or disapproving information, communications, statements, or comments, of any kind or nature whatsoever, concerning or related to each other.


Seller shall assume the defense of any infringement, misappropriation, or other suit or claim brought against Buyer or its customers because goods sold by Seller are alleged to infringe, misappropriate, or otherwise violate any proprietary right of any third party, including any article or composition claim in any United States or foreign patent, and shall hold Buyer or its customers harmless from all judgments, decrees, settlements, costs and other legal expenses resulting from such suit or claim, provided that Buyer or its customer shall promptly turn over to Seller all notices of infringement or misappropriation or other legal documents served on them relating to such claim. Should Buyer’s use, or use by its employees, contractors, subcontractors or customers, of any goods or services purchased from Seller be threatened by injunction or any legal proceeding, Seller shall, at is sole cost and expense, either: (i) substitute fully equivalent non-infringing goods; (ii) modify such goods so that they no longer infringe but remain fully equivalent in functionality; (iii) obtain for Buyer, its employees, contractors, subcontractors or customers the right to continue using such goods; or (iv) if none of the foregoing is possible, refund all amounts paid for the infringing goods, without limiting Seller’s liability to Buyer hereunder.


Neither party shall be liable to the other party for delay directly or indirectly resulting from or contributed to by circumstances beyond its control, including, but not limited to, an act of God, war or national emergency, fire, flood, riot, explosion, or any labor dispute (other than with respect to such party’s own personnel), or governmental action. In the event of such delay or threatened delay, Seller shall immediately give notice to Buyer and Buyer may, at its option, either excuse such delivery/performance of services or cancel such purchase order in whole or in part. Buyer shall pay the prices specified in the purchase order for any commercial units/services completed prior to the effective date of such cancellation and delivered to Buyer in conformance with these Terms and Conditions.


Buyer shall retain title to any designs, sketches, drawings, blueprints, patterns, dies, models, molds, tools, plates, cuts, special appliances and materials furnished by or paid for by Buyer in connection with any purchase order. Such items shall be recorded and identified by Seller as the property of Buyer and retained by Seller on consignment, subject to examination by Buyer. Such materials shall be held by Seller at Seller’s risk and shall be replaced by Seller if lost, damaged or destroyed. Such materials shall be maintained in good condition at Seller’s expense and kept insured by Seller. Such materials shall be used by Seller exclusively in the production of goods or rendering of services for Buyer as required by any purchase order and shall not be used for production of larger quantities than those specified in any purchase orders, or in the production, manufacture, or design of any goods or performance of any services for Seller or for any other person without prior written consent of Buyer. Such items shall be subject to disposition by Buyer at any and all times and, upon demand by Buyer, shall be returned to Buyer, including any unused materials furnished by Buyer and all spoiled, defective or prototype materials or goods which contain any secret or patented device. Nothing in this paragraph shall be construed as imposing any obligation on Buyer to furnish any such items.


Buyer is the sole and exclusive owner of all the goods and Seller irrevocably hereby assigns and transfers to Buyer all of its worldwide right and title to, and interest in, the goods, including all associated intellectual property (for clarity, risk of loss of all goods shall only transfer to Buyer upon ROL Transfer). Seller represents and warrants to Buyer, without limitation as to time, that it has good and marketable title to all goods free and clear of any liens, encumbrances and claims of any third parties. Seller represents that, other than as specifically identified to Buyer in writing by Seller, and accepted by Buyer in writing, there are no third party intellectual property rights for which Buyer requires a license to use the delivered products and/or services. To the extent any such license is required, Seller hereby grants to Buyer a non-exclusive, royalty-free, worldwide, irrevocable, transferable, royalty-free, license, with the right to sublicense (through multiple tiers) to use all third party intellectual property incorporated into or required to use with the delivered goods and/or services. Seller represents that it has the right and ability to grant the foregoing license without violating any contract or infringing or misappropriating any proprietary right of any third party.


(a) Seller shall keep in strict confidence any confidential information concerning Buyer’s business, its affiliates, customers, purchasing, products and services, which may be disclosed to Seller or otherwise learned by Seller in connection with any purchase order (including, without limitation, all information regarding Seller’s purchases or business dealings, technical or commercial know-how, inventions, processes, and any materials, specifications or drawings prepared by Seller for Buyer or provided to Seller). Seller shall not use any confidential information for any purpose other than performing the purchase order. Seller shall promptly return or (at Buyer’s request) destroy all confidential information on request by Buyer. (b) Seller shall only disclose such confidential information to those of its employees and permitted subcontractors who need to know it for the purpose of discharging Seller’s obligations under the purchase order, and shall ensure that such employees and subcontractors comply with the obligations set out in this clause as though they were a party to the purchase order. Acts or omissions of such employees or subcontractors shall be imputed to Seller under this Agreement. Seller may disclose Buyer’s confidential information to the extent required to be disclosed by law, governmental or regulatory authority, or court of competent jurisdiction, provided that Seller provides as much advance notice of such disclosure to Buyer as is practicable and takes reasonable and lawful actions to minimize the extent of any such disclosure. (c) Unless otherwise specifically agreed to in writing, no commercial, financial, or technical information Seller discloses in any manner or at any time to Buyer shall be deemed secret or confidential and Seller shall have no rights against Buyer with respect to such information, except such rights as may exist under patent laws. The obligations of Seller under this paragraph shall survive in perpetuity.


Buyer may terminate any purchase order, at any time and in whole or in part, for its convenience upon written notification to Seller. Buyer’s liability shall not exceed the cost of Seller’s current inventory of parts or items purchased specifically for the manufacture of goods to be sold and/or the services to be provided Buyer under the purchase order. Buyer shall not be held responsible for any charges related to any manufacture or services done in advance of a normal flow time necessary to meet the delivery schedule. In no event shall Buyer have any liability for inventories which are readily useable or resalable. Any and all claims or requests by Seller under this Section shall be deemed waived unless made in writing and received by Buyer within twenty (20) days from the date of termination.

17 Termination With Cause:

Buyer may terminate any purchase order at any time if Seller is in default under any purchase order and fails to cure within a period of ten (10) days after receipt of notice from Buyer specifying such failure, or at any time upon the insolvency of Seller or in the event of a proceeding in bankruptcy by or against Seller, or for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Seller. In the event of such termination, Buyer may purchase or manufacture similar goods and/or require Seller to transfer title and deliver to Buyer any and all property produced or procured by Seller under any purchase order, and Seller shall be liable to Buyer for any excess cost of Buyer.

18 Effect of Termination:

Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller. Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records and papers relating thereto. Seller shall continue performance of this order to the extent not terminated. Any provisions for delivery or acceptance of the goods in installments shall not make severable the obligations of Seller.


No purchase order issued by Buyer may be assigned by Seller without the prior written consent of Buyer. Any assignment of any such purchase order by Seller in whole or in part, voluntarily, by operation of law or otherwise without the prior written consent of Buyer shall be void. A change of control of Seller shall be deemed an assignment.


Seller shall comply fully with all applicable laws, rules and regulations, including those of the United States, all laws in Seller’s home country (if not the United States), and any and all other jurisdictions globally, which apply to Seller’s business activities in connection with this purchase order. Without limiting any provision in this purchase order, Seller specifically agrees to the following:

  • Seller represents and warrants to Buyer that Seller shall comply with all local, national, and other laws of all jurisdictions globally relating to human trafficking and slavery, anti-corruption, bribery, extortion, kickbacks, import, export or matters which are applicable to Seller’s business activities in connection with this purchase order, and that Seller will take no action that will cause Seller or Buyer to violate any such laws.
  • Seller specifically represents and warrants to Buyer that Seller is familiar with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and that Seller shall comply with the FCPA and will take no action that will cause Seller or Buyer to violate the FCPA.
  • Seller represents and warrants to Buyer, that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Seller or for Buyer, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Seller’s activities related in any way to this purchase order, including without limitation any payment of money or provision of anything of value to any employee of any customer in order to secure a sale.

Seller represents, warrants and covenants to Supplier that Seller will comply in all respects with the Seller’s then-current Supply Chain Policy as made available by Seller at https://www.envistaco.com/how-we-work#integrity-amp-compliance or otherwise through Seller’s website.

Buyer may withhold payments under this purchase order, or terminate this purchase order immediately, if it believes, in good faith, that Seller has breached the foregoing compliance with laws provisions of this purchase order or caused Buyer to violate the FCPA or other applicable laws. Buyer shall not be liable to Seller for any claim, losses, or damages related to Buyer’s decision to exercise its rights under this provision. Seller may request annual certifications of compliance with the FCPA and all other laws applicable to Seller’s activities related to this purchase order in the form provided from time to time by Buyer. Seller shall participate in anticorruption training if offered by Buyer from time to time.

Seller further agrees that Seller shall to the fullest extent permitted by law, indemnify, defend, protect and hold buyer harmless against any loss, claim, liabilities, lawsuits, actions, proceedings, arbitration, tax, penalty, interest, damage or expense resulting from Seller’s breach of any of these provisions.


Seller shall comply with all regulations listed in Attachment A (if any) to this order, attached hereto and incorporated herein by reference. Buyer may, in its sole discretion, add or remove regulations, at any time. Seller’s acceptance of this order means that Seller accepts and agrees to comply with the regulations set forth in Attachment A and any new regulations added to Attachment A.


With regard to any specific purchase order issued by a Buyer, these Terms and Conditions shall be governed by, and interpreted according to, the local laws of the jurisdiction in which the Buyer is located, without the application of the United Nations Convention on Contracts for the International Sale of Goods; provided, however, that for any Buyer located in the US, these Terms and Conditions shall be governed by, and interpreted according to, the laws of the State of California, regardless of where the Buyer is incorporated, or where the goods are shipped. All disputes under any purchase order will be settled by arbitration to be conducted in accordance with the Judicial Arbitration and Mediation Services (“JAMS”) Comprehensive Arbitration Rules. The costs of the arbitration, including the arbitrator’s fees, will be shared equally by the parties. Each party will bear the cost of preparing and presenting its own claims and/or defenses. The venue for arbitration will be Orange County, California. A single arbitrator engaged in the practice of law, who is knowledgeable about the subject matter of these Terms and Conditions, will conduct the arbitration. The arbitrator’s decision will be final, binding, and enforceable in a court of competent jurisdiction.


In the event that Buyer and Seller engage in a Kanban agreement for direct material, Buyer will furnish Seller with a purchase order indicating estimated annual usage (“EAU”). The EAU is not a quantity Buyer has committed to purchase, but is ONLY a quantity estimated to purchase annually. The Buyer will furnish Seller with a rolling twelve-month forecast on a regular basis. The maximum Buyer shall be responsible for is ninety (90) days of inventory at Seller’s facility based on the maximum exposure on the Buyer-supplied forecast. Buyer will be responsible for component inventory with extended lead time requirements by written agreement at time of order. Upon receipt of the purchase order, change order, blanket agreement or Kanban card, Seller must confirm and acknowledge receipt of by fax, phone, or email back to Buyer within twenty-four (24) hours. If Seller does not conform to the terms of this section, Buyer reserves the right to review and modify Seller’s rating with Buyer. Deliveries will be based on Kanban notification and the agreed Kanban lead-time and quantity. Buyer may submit a Kanban order with a total quantity less than the estimated annual usage.


Buyer may require and Seller shall furnish timely reports with respect to Seller’s progress on this order.


Buyer’s remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.


No subcontracting, involving any research, development or design work for, or for the furnishing in completed or substantially completed form, any of the goods and/or services or work contracted for hereunder, shall be entered into without first obtaining Buyer’s written approval.