Centrix, Inc. Terms of Use

1. Sale and Purchase of Goods

Centrix, Inc. ("Seller") hereby agrees to sell, and You ("Buyer") hereby agree to purchase, goods of the description and quantity described on the checkout window ("Checkout") and incorporated herein by this reference ("Goods") on the terms and conditions set forth in this Agreement. You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us from time to time as provided herein.

2. Purchase Price

Buyer agrees to pay the Purchase Price of the Goods as posted on this website attached hereto.

3. Payment Terms

The total amount of the Purchase Price shall be payable in full by Buyer according to the payment due date stated at Checkout. Any portion of the Purchase Price unpaid past thirty (30) days shall be considered overdue. All amounts past due are subject to a late charge of the lesser of one and one-half percent (1 1/2%) per month (being eighteen percent (18%) per annum) or the highest lawful rate. In addition, Seller shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Buyer for Seller's costs of collection, including attorney fees, legal fees and costs and disbursements

4. Delivery

Unless otherwise agreed in writing, delivery shall be made in accordance with Seller's shipping policy in effect on the date of shipment. Delivery dates provided by Seller are estimates only. Seller will make reasonable efforts to deliver in accordance with such dates; however, Seller will not be liable for failure to deliver as estimated. Unless otherwise agreed in writing by Seller, Goods shall be packaged according to Seller's standards and practices.

5. Limited Warranty

Seller supplies as its sole warranty the following:

If you are not satisfied with any product purchased from Centrix, full credit will be issued upon return of the product(s) within 30 days. If for any reason you are dissatisfied, please contact us toll-free at 1-800-235-5862 (USA & Canada) to obtain a Return Merchandise Authorization (RMA) number and instructions on shipping. Do not ship merchandise back to Centrix without an RMA. If you have purchased your Centrix products through a dental dealer, you should contact that dealer for return instructions. Full credit will be issued on returns within 30 days. A 25% restocking fee is charged on goods returned within 30 to 60 days. There are no returns on goods after 60 days unless there is a product defect.

6. Disclaimer of Warranty/Limitation of Liability

Seller undertakes no responsibility for the quality of the Goods or that the Goods will be fit for any particular purpose for which Buyer may be buying the Goods, except as otherwise provided in this Agreement, and Seller disclaims all other warranties and conditions, express or implied. Seller (including its subsidiaries, affiliates, officers, directors, employees, agents or subcontractors, all of which are referred to herein collectively as the "seller affiliates") shall not be liable under any circumstance to buyer or any other party for any special, consequential, incidental or exemplary damages arising out of or in any way connected with the goods or otherwise, including but not limited to damages for lost profits, loss of the goods or any associated equipment, cost of capital, cost of substitute or replacement equipment, facilities or services, down time, buyer's time, lost data, injury to property or any damages or sums paid by buyer to third parties, even if seller or any of the seller affiliates has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence, or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In no event shall seller or any seller affiliate be liable to buyer or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions in excess of the net purchase price of the goods actually delivered to and paid for by buyer hereunder. Seller disclaims any warranties of non-infringement with respect to the goods and none of seller or any seller affiliate shall have any duty to defend, indemnify, or hold harmless buyer from and against any or all damages or costs incurred by buyer arising from the infringement of patents or trademarks or violation of copyrights by any of the goods.

7. Content ownership

The Centrix Web Site and the content accessible through the Centrix Web Site, and all intellectual property rights included in or associated with the Centrix Web Site, including but not limited to patents, copyrights, trademarks and service marks (collectively, "Content"), are owned or licensed by us, and all right, title and interest in and to the Centrix Web Site and Content remains with us. Except as ordinarily occurs when a web site is downloaded to your computer in the normal course of browsing such web site, material from the Centrix Web Site may not be copied, distributed, re-published, uploaded, posted, modified, reverse engineered, or transmitted in any manner without our prior written consent. Certain Content may be licensed from third parties and all such third-party content and intellectual property rights related to such content belong to the respective third parties. In any event, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Centrix Web Site or in the Content.

8. Force Majeure

Seller shall not be held responsible for any failure of performance to make timely delivery of all or any part of the Goods in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire or other damage to or destruction of, in whole or in part, the Goods or the manufacturing facility for the Goods, the lack of or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Seller, which causes delays or hinders the manufacture or delivery of Goods. Seller shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.

9. Governing Law

Any claim relating to Centrix Inc's web site shall be governed by the laws of the State of Connecticut without regard to its conflict of law provisions.

General Terms and Conditions applicable to Use of a Web Site.

10. General

Headings are for reference purposes only

Buyer may not assign this Agreement without Seller's written consent. Seller is the sole intended beneficiary of this Agreement. If there is any inconsistency between this Agreement and any other agreement included with or relating to the Goods, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Seller. Any additional or altered terms attached to any order submitted by Buyer shall be null and void, unless expressly agreed to in writing by Seller. If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. This Agreement shall be interpreted under the laws of the State of Connecticut, without giving effect to conflicts-of-law rules; and in the event of a dispute under this Agreement; Buyer submits to the exclusive jurisdiction and venue of the courts of the State of Connecticut and hereby waives any objection to such jurisdiction and venue.

We may, in our sole discretion and at any time, discontinue the Centrix Web Site, either in part or in whole, with or without notice. You agree that any termination of your access to the Centrix Web Site may be affected without prior notice, and you agree that we shall not be liable to you or any third-party for any such termination.

You may not use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Centrix Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Centrix Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam" or any other such unsolicited overload technique.

Version 1.0
10-19-2010