Terms and Conditions - VITA North America

The Vita North America ("VITA" OR "VITA NORTH AMERICA") sales and deliveries shall be made exclusively in accordance with the following terms and conditions (“Terms”). The Buyer shall agree to the validity of these Terms - also for any future transactions - upon placing an order, yet no later than upon receipt of our goods or other services. Unless Buyer shall notify VITA in writing to the contrary as soon as practicable after receipt of these Terms, acceptance of the terms and conditions hereof by Buyer shall be indicated and, in the absence of such notification, Buyer’s acceptance of the goods or other services shall be equivalent to Buyer’s assent to the terms and conditions hereof. VITA shall have the right to amend, modify, or change the Terms in case of legislation, government regulation, or changes in circumstances beyond the control of VITA that might affect materially the relationship between VITA and Buyer.

Orders 

VITA products are available through distribution partners or from VITA North America depending upon product category. Orders placed with VITA North America may be fulfilled by the distribution partner of your choice. Some items may be available by special order only and may be shipped separately from your original order. In all cases, efforts will be made to consolidate shipments.

Price and Terms of Payment 

Prices for products are those in effect at the time of purchase. All prices are subject to change without notice. All orders, shipments and deliveries at all times shall be subject to the approval of buyer’s credit by VITA North America’s Finance Department. Acceptable terms of payment are ACH (electronic payments), net 30 with approved credit, credit card (limitations or fees may apply). Taxes - The buyer will be responsible for all applicable taxes, including, but not limited to, sales, excise and GST taxes (except taxes based on VITA's income) which will be added to the sale price on each invoice and are due and payable on the same terms as the sales price. For tax exemption, the Buyer must provide suitable documentation of tax exempt status.

Shipments  

Products and equipment are sent via ground carrier unless otherwise specified by customer. Buyer is responsible for shipment and handling charges, FOB Yorba Linda, California, or in some cases, direct from VITA Germany. Products should be inspected immediately upon receipt and any damage should be communicated to the carrier at time of delivery. Claims for shortages or shipment errors must be reported to VITA North America within seven (7) business days of invoice date to be eligible for credit or adjustment.

Title and Risk of Loss 

Title, liability for and risk of loss to of the product and/or equipment sold or otherwise provided hereunder passes to the Buyer at the time of shipment. Buyer assumes all risk of damage to or loss or destruction of the product and/ or equipment shipped, and no loss, injury or destruction of the product and/or equipment shall release Buyer from Buyer’s obligations to VITA North America.

Return Policy 

No returns will be accepted without prior authorization from VITA North America. Products received without prior authorization may be returned at the customer’s expense. Conditions below:

VITA Products (Non-Teeth) 

Except as indicated below, consumables may be returned within thirty (30) days of the date of shipment.

1. The buyer obtains a return authorization number from VITA North America. Return authorization number is placed on the outside of return shipment and a copy of invoice should be included.
2. The product is unused, in resalable condition, in original packaging, unmarked, with seals and labels intact.
3. The product is returned with shipping costs and insurance prepaid, at the buyer’s expense to:

If the above conditions are met and if in VITA North America’s reasonable judgment the return is due to a defective product and/or equipment or VITA North America’s error, the product or equipment will be exchanged or a full credit or refund will be issued, at VITA North America’s discretion.  For any returns received between thirty-one and sixty (60) days after the date of shipment, a restocking charge equal to 15% of the value of the return will be deducted from the credit or refund. No returns will be accepted later than sixty (60) days from the shipment date.

Denture Teeth 

Return of full sets of denture teeth may be returned for exchange. Full set exchanges will be provided at full value on a card for a card basis. (See Return of Broken Sets) Only currently available teeth in VITA North America’s product line may be exchanged. Value for full and return of broken sets exchanges may only be used to offset future teeth orders. Value of exchange must be used within 90 days or forfeited.  Value of exchange is non-refundable.

Return of Broken Sets 

The exchange amount for broken sets will be determined by multiplying the number of teeth remaining on each card by the exchange credit of 90% per tooth based on the purchase price.  To be eligible for exchange, teeth must be:

• Currently available in the VITA North America product line
• Be on their original card (Loose teeth not accepted)
• Clean, not adjusted or exhibit grinding marks
  

No Return of Certain Products 

Special order products and custom products (including custom packaging), custom equipment, products requiring temperature controlled storage, products within 12 months of their expiration date, opened chemical products, hazmat items, shade guides in packaging with broken seals, DVDs, CDs and books may not be returned.

LIMITED WARRANTY DISCLAIMER

VITA NORTH AMERICA WARRANTS ALL PRODUCTS AND EQUIPMENT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE AND MAINTENANCE. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ANY COURSE OF DEALING OR TRADE USAGE.

THE BUYER’S EXCLUSIVE REMEDY AND VITA NORTH AMERICA’S SOLE OBLIGATION UNDER THE LIMITED WARRANTY ABOVE  IS LIMITED TO ONE OF THE FOLLOWING, AT VITA NORTH AMERICA’S SOLE DISCRETION: (i) REPLACEMENT OR REPAIR OF THE PRODUCT OR (ii) A REFUND OF THE PURCHASE PRICE.

THE BUYER’S CAUSE OF ACTION FOR BREACH OF ANY WARRANTY WILL BE BARRED UNLESS VITA NORTH AMERICA RECEIVES WRITTEN NOTICE AT THE ADDRESS SET FORTH BELOW WITHIN THE APPLICABLE WARRANTY PERIOD.

To make a warranty claim, written notice of an alleged defect or other breach of warranty should be sent to VITA North America at 22705 Savi Ranch Parkway, Suite #100, Yorba Linda, California 92887 within the applicable warranty period.

LIMITATION OF LIABILITY

VITA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) UNDER THE TERMS, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF VITA  EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VITA'S TOTAL LIABILITY TO BUYER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE PRODUCT IN RESPECT OF WHICH DAMAGES ARE CLAIMED.

Force Majeure

No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of VITA, including, but not limited to, act of God, fire, explosion, flood, war, disease, outbreak, epidemic, public health emergency, act of or authorized by any government, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, failure of usual source of supply, or failure of usual transportation mode. Quantities so affected may be eliminated from the Terms without liability, but the Terms shall remain otherwise unaffected.

Assignment

These Terms are not assignable or transferable by Buyer, in whole or in part, except with the prior written consent of VITA.

Waiver

Failure by either Party, at the time, to require performance by the other Party or to claim a breach of any provision of these Terms shall not be construed as a waiver of any right arising under the Terms, including the right to require subsequent performance or contest any subsequent breach.

Severability

If any term or provision of these Terms shall be found to be invalid, illegal or unenforceable, these Terms shall remain in full force and effect and such term or provision shall be deemed stricken.

Governing Law

These Terms are to be construed and the respective rights of Buyer and VITA are to be determined according to the laws of the State of California, if purchased within the United States, or the Province of Ontario and the federal laws of Canada applicable therein, if purchased within Canada, without regard to choice of law or conflicts principles of any jurisdiction including the State of California or the Province of Ontario courts (as applicable), and the courts of the State of California or the Province of Ontario (as applicable) shall have exclusive jurisdiction over any disputes or issues arising under the Terns. The United Nations Convention on Contracts for the International Sales of Goods shall not govern these Terms or the performance thereof or any aspect of any dispute arising therefrom.

Language

It is the express wish of the parties that these Terms and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que ces  modalités et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

Entire Agreement

The Terms contains all of the terms and conditions with respect to the purchase and sale of the goods and services sold hereunder. These terms and conditions supersede any of previous date and no modification thereof shall be binding on VITA unless separately contracted in writing and agreed to by a duly authorized representative of VITA. No modification shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different conditions.