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Terms and Conditions

Standard Terms and Conditions of Sale

Dental Health Products, Inc.

Acceptance of orders by Dental Health Products, Inc., or any of its affiliated entities ("DHPI"), from any Buyer is conditioned upon Buyer's consent and agreement to the Terms and Conditions of Sale set forth below. Buyer's placement of an order for product from DHPI constitutes consent and agreement to these Terms and Conditions. These Terms and Conditions shall apply to all orders, whether said order is via email, verbal (by telephone) or by written orders sent by Buyer to DHPI, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to DHPI. DHPI may change these Terms and Conditions upon written notice to Buyer, which changes shall apply to orders made by Buyer after Buyer's receipt of such notice. DHPI reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.

ACCEPTANCE  Once Buyer's order is accepted by DHPI, a binding contract is created to purchase and sell the product identified on Buyer's order on these Terms and Conditions. Acceptance of any purchase order may be contingent upon approval of the Buyer's credit.

PRICES AND CHARGES  All prices contained within the DHPI product catalog are exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the product and all such taxes shall be paid by Buyer. Product prices published by DHPI are subject to change without notice. Typographical and other errors in stated prices are subject to correction. Promotional items and programs are subject to restrictions for all Special Markets Accounts. Additional geographical restrictions may also apply.

TERMS OF PAYMENT  Generally, the purchase price for product is due and payable prior to delivery. However, subject to approved credit and to established credit limits, DHPI may extend credit, which may be withdrawn at any time in the sole discretion of DHPI. Absent terms agreed upon in writing by DHPI, the general terms of any credit transaction are:

  1. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2% per month (an annual percentage rate 18%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If Buyer fails to make payments when due, DHPI may recover all incidental and consequential damages caused by Buyer's breach, including all fees paid to collection agencies and attorneys' fees and costs without prior notice.
  2. Non-sufficient funds checks received by DHPI from Buyer are subject to a minimum $40.00 service charge. Future orders from any Buyer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
  3. Orders for product refused or cancelled following delivery of product to the common carrier for shipment may be restocked, less a minimum ten percent restocking fee charged to Buyer, provided, however, that specially ordered or manufactured product may not be returned or the order cancelled, whether inventoried by DHPI or not. Additionally, Buyer will be responsible for all shipping charges incurred to restock.
  4. No payment by Buyer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by DHPI and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Buyer.

SHIPMENT, RISK OF LOSS, AND DELAY  The methods of shipment and packaging shall be in accordance with DHPI's standard procedures. DHPI will use all commercially reasonable efforts to deliver product to Buyer on the schedule requested by Buyer. However, DHPI shall not be liable for delays in product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Buyer of the obligation to accept and pay for such installment deliveries.

  1. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Title to product shall pass to Buyer and DHPI's liability as to delivery shall cease on delivery of product to the common carrier for shipment. Risk of loss or damage to product shall pass to Buyer upon delivery of product to the common carrier for shipment.
  2. Each order placed by Buyer shall constitute a separate and independent transaction, and shall be invoiced separately. All invoices rendered by DHPI covering product not in dispute shall be paid by Buyer regardless of disputes relating to other invoices or other delivered or undelivered product. In the event of dispute regarding an invoice(s), DHPI may accept payment on an amount less than that showing under the invoice; however, such acceptance of partial payment shall not constitute acceptance of payment in accord and satisfaction of such dispute unless specifically stated by DHPI in writing. Items temporarily out of stock will be back ordered and delivered to Buyer upon availability, unless the order is cancelled prior thereto by Buyer.
  3. DHPI shall not be liable for failure to perform resulting from unforeseen circumstance or causes beyond DHPI's direct control.

SECURITY INTEREST  DHPI retains and Buyer hereby grants to DHPI a security interest in shipped product until the full purchase price has been paid. Buyer's failure to pay any amount when due shall give DHPI the right to possession and removal of the product at any time upon giving ten (10) days prior notice. DHPI's taking of possession shall be without prejudice to any other remedies DHPI may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by DHPI to protect and perfect DHPI's security interest in the shipped product.

INSPECTION AND ACCEPTANCE  Buyer shall inspect all shipments of product upon arrival and shall notify DHPI in writing of any overshipments, shortages, defectiveness of product, or other failures to conform to the order which are reasonably discoverable within five (5) business days of product delivery. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Buyer's claims. All shortages or other failures to conform not timely reported to DHPI as required by this Section will be deemed forever waived by Buyer.

LIMITED PRODUCT WARRANTIES  DHPI warrants that this product is composed of the materials described on the label and free from defects. DHPI makes no warranty if the product is covered by a manufacturer's warranty. DHPI's maximum liability under this limited warranty is the replacement of the product purchased or the return of the purchase price, in the sole discretion of DHPI. DHPI makes no other warranties, express or implied, arising by law or otherwise (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF THE SELLER WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF DHPI FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of DHPI. This warranty states the entire obligation of DHPI in connection with this transaction. The warranty shall not be extended, altered or varied except by a written instrument signed by DHPI and by the respective duly authorized representatives of the parties. It is understood and agreed that if DHPI is found liable, whether in contract, in tort, under any warranty, in negligence or otherwise, liability shall not exceed the cost to replace the product, or the return of the amount of the purchase price paid by you, whichever is less, and under no circumstances shall DHPI be liable for special, indirect or consequential damages.

RETURNS  Need to return an item for credit or exchange?

  • Prior to returning ANY item you must call our Customer Service Department, 800-626-2163, within 30 days of the invoice date for a return authorization number. All returns must have prior consent from return by DHPI which may be withheld by DHPI for any reason.
  • Enclose a copy of the original invoice, the reason for the return, along with the item being returned.
  • Items may be returned if unmarked, unopened, and in original sealed packages making certain the item being returned is in resalable condition.
  • Please note, resalable returns past 30 days from invoice date are subject to a restocking charge.
  • It is the customer's responsibility to arrange and pay for freight of returned items. Please contact the carrier and arrange for pick-up and delivery. For your own protection, we suggest you insure the package for the full value of the item being returned. Should the items be lost or damaged in transit, carriers require you file a claim directly with them.
  • Returned product will be credited to the buyer's DHPI account, less a minimum restocking fee, if applicable. Original shipping costs are not creditable or refundable. Generally, no cash refunds will be given on returned product; however, exceptions may be made for defective product or errors on the part of DHPI.
  • Prior to returning any Office Supply product, please contact our Customer Service Department. You will need to provide an invoice number, item number(s), and reason for return. Customer Service will provide you with additional information on how to handle the return promptly, along with the correct mailing address to return the product.
  • Claims for order shortages or errors in shipments must be reported within ten (10) days of invoice date to be eligible for issuing a credit. No late claims will be considered.

GENERAL PROVISIONS

  1. Waiver. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party's rights or ability thereafter to enforce any of such party's rights under these Terms and Conditions.
  2. Severability. If any one or more of these Terms and Conditions are for any reason be held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
  3. Headings. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
  4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
  5. Assignment. Buyer may not assign any contract between DHPI and Buyer without the prior written consent of DHPI.
  6. Listing Errors. DHPI assumes no liability for errors in listings, specifications, product numbers, or prices contained within the DHPI product literature. DHPI reserves the right to change listings, specifications, product numbers or prices at any time without notice.
  7. Limitations on Actions. No action against DHPI for breach hereof may be commenced more than one year after the accrual of the cause of action.
  8. Technical Advice. DHPI assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any product.
  9. Venue. All proceedings involving the performance, interpretation or enforcement of any of the provisions arising out of or relating to these the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Brown County, Wisconsin or the Federal District Court located in Green Bay, Wisconsin. Buyer waives any claim that the forum selected is inconvenient.
  10. Force Majeure. Neither Buyer nor DHPI shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, DHPI shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
  11. Cancellation. DHPI reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Buyer. In the event of such cancellation, DHPI shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect DHPI's right to terminate the Order for default of Buyer.
  12. Default. Upon the happening of any one or more of the following events, DHPI shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to DHPI: (1) Buyer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Buyer; (3) institution of legal proceedings against Buyer by creditors or stockholders; (4) appointment of a receiver for Buyer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of DHPI to cancel its additional obligations.
  13. Amendment. DHPI retains the right to amend, modify, add to, or delete any terms contained in these Standard Terms and Conditions. Changes shall be ten (10) business days following the posting of the amended Sales Standard Terms and Conditions on its website: dhpionline.com
  14. Electronic Transactions. DHPI and Buyer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
  15. Notices. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail.
  16. Drop Ship Orders: This wholesale distributor purchased the specific unit of the prescription drug listed on the invoice directly from the manufacturer, and the specific unit of prescription drug was shipped by the manufacturer directly to a person authorized by law to administer or dispense the legend drug.

Dental Health Products, Inc.
Attn: Dale Roberts, President
2614 North Sugar Bush Road
New Franken, WI 54229-0176

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