Standard Terms and Conditions of Sale
Dental Health Products, Inc. (DHP)
Acceptance of orders by Dental Health Products, Inc., or any of its affiliated entities ("DHP"), 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 DHP 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 DHP, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to DHP. DHP 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. DHP reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether set forth in these Terms and Conditions or not.
Acceptance Once Buyer's order is accepted by DHP, 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 DHP 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 DHP 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 However, subject to approved credit and to established credit limits, DHP may extend credit, which may be withdrawn at any time in the sole discretion of DHP. Absent terms agreed upon in writing by DHP, the general terms of any credit transaction are:
- 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, DHP 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.
- Non-sufficient funds checks received by DHP 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.
- 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 DHP or not. Additionally, Buyer will be responsible for all shipping charges incurred to restock.
- No payment by Buyer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by DHP 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 DHP's standard procedures. DHP will use all commercially reasonable efforts to deliver product to Buyer on the schedule requested by Buyer. However, DHP 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.
- 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 DHP'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.
- Each order placed by Buyer shall constitute a separate and independent transaction and shall be invoiced separately. All invoices rendered by DHP 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), DHP 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 DHP 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.
- DHP shall not be liable for failure to perform resulting from unforeseen circumstance or causes beyond DHP's direct control.
Security Interest DHP retains and Buyer hereby grants to DHP 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 DHP the right to possession and removal of the product at any time upon giving ten (10) days prior notice. DHP's taking of possession shall be without prejudice to any other remedies DHP may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by DHP to protect and perfect DHP's security interest in the shipped product.
Inspection and Acceptance Buyer shall inspect all shipments of product upon arrival and shall notify DHP in writing of any over shipments, 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 DHP as required by this Section will be deemed forever waived by Buyer.
Limited Product Warranties DHP warrants that this product is composed of the materials described on the label and free from defects. DHP makes no warranty if the product is covered by a manufacturer's warranty. DHP'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 DHP. DHP 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 Dhp 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 DHP. This warranty states the entire obligation of DHP in connection with this transaction. The warranty shall not be extended, altered or varied except by a written instrument signed by DHP and by the respective duly authorized representatives of the parties. It is understood and agreed that if DHP 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 DHP 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 DHP which may be withheld by DHP 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 ensure 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 DHP 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 DHP.
- 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.
DHP Brand Supply Guarantee
We stand behind DHP Brand Supplies by offering you a 100% satisfaction guarantee. If you have tried a DHP Brand Supply and it is defective or doesn't perform to your expectations we will provide a credit, refund, or exchange. It's your choice. A few simple conditions apply:
- Contact us toll-free at 800.626.2163 to explain the reason for the dissatisfaction.
- Single unit purchases do not need to be returned for a credit to be processed. If you ordered more than a single unit quantity, you will need to follow these steps to obtain full credit:
- Product(s) can be returned within 60 days of the invoice date and must be unopened.
- DHP will assume responsibility for any common-carrier ground shipping or restocking changes that may apply.
- Your account will be credited, a refund issued, or an exchange made once the return has been received, inspected and approved for final return by DHP.
- If you believe the DHP Brand Supply to be defective, please process your return for full credit as follows:
- Product(s) can be returned within 60 days of the invoice date.
- Opened products must be returned in their original packaging, unmarked, and placed properly in its original packaging.
- DHP will assume responsibility for any common-carrier ground shipping or restocking changes that may apply.
- Your account will be credited, a refund issued, or an exchange made once the return has been received, inspected and approved for final return by DHP.
The following special, customized, personalized, or government-regulated items are not returnable under any circumstance:
- Opened handpieces, small equipment, their accessories, and custom-ordered equipment. NOTE: Before opening a sealed item, please examine the label to determine you have received the correct item ordered. These items will be replaced according to the manufacturer’s warranty as directed by federal regulations.
- Return restrictions may apply to Buy-To-Order items. Confirm details with your DHP Account Manager prior to ordering.
- Personalized and imprinted items.
- Opened computer hardware and software.
- Hazardous, Rx, Amalgam and Sterile products.
- Expired product.
- Discontinued merchandise, equipment, parts and software.
- DHP employs our manufacturers’ return policies in most cases. We will only grant full credit on items we can return to the manufacturer for full credit. Certain items may not be eligible for return. Check with your DHP Account Manager before ordering.
- For x-ray film you believe to be defective, please call the manufacturer's help line directly. Defective x-ray film cannot be returned to DHP.
DHP reserves the right to refuse any unauthorized returns.
- 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.
- 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.
- 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.
- 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.
- Assignment. Buyer may not assign any contract between DHP and Buyer without the prior written consent of DHP.
- Listing Errors. DHP assumes no liability for errors in listings, specifications, product numbers, or prices contained within the DHP product literature. DHP reserves the right to change listings, specifications, product numbers or prices at any time without notice.
- Limitations on Actions. No action against DHP for breach hereof may be commenced more than one year after the accrual of the cause of action.
- Technical Advice. DHP assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any product.
- 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.
- Force Majeure. Neither Buyer nor DHP 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, DHP 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.
- Cancellation. DHP 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, DHP shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect DHP's right to terminate the Order for default of Buyer.
- Default. Upon the happening of any one or more of the following events, DHP shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to DHP: (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 DHP to cancel its additional obligations.
- Amendment. DHP 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: dhpsupply.com
- Electronic Transactions. DHP 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.
- Notices. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail.
- 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.
- Veterans Rule: This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractor employ and advance in employment qualified protected veterans.
- Disability Rule: This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractor subcontractors to employ and advance in employment qualified individuals with disabilities.
Dental Health Products, Inc. collects sales tax in the following states: AL, AZ, AR, CA, CO, CT, DC, FL, GA, ID, IL, IN, IA, KS, KY, LA, MA, MD, ME, MI, MN, MO, NE, NV, NJ, NY, NC, ND, OH, OK, PA, SC, SD, TN, TX, UT, WA, WI, and WY
Notice to AL customers:” Seller has collected the simplified sellers use tax on this transaction(s) delivered into Alabama and the tax will be remitted on the customer’s behalf to the Alabama Department of Revenue. Seller’s program account number is SSU-R010222272.”
Dental Health Products, Inc. Attn: Dale Roberts, President 2614 North Sugar Bush Road New Franken, WI 54229-0176
Agreement between User and DHP
DHP offers this web site to the user conditioned on acceptance by the user without modification of the terms, conditions, and notices contained herein. By accessing and using this web site, the user is deemed to have agreed to all such terms, conditions, and notices.
We use the information provided during registration to customize the content of our site to meet your specific needs, to authenticate purchasers and to make product improvements to the DHP web site.
We respect and will continue to respect the privacy of our customers who use the DHP web site.
We do not sell individual customer names or other private profile information to third parties and do not intend to do so in the future. We do share user information with our partners/vendors only for specific and pertinent promotional use but only if our customers have opted to receive such information or promotions. As a user of dhpsupply.com, you have the option to receive updates about special offers, new DHP services and noteworthy news. To receive the information, you must register for our promotional email programs.
Personal and Non-Commercial Use Limitations
This web site is for the user to conduct business with DHP. User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this web site.
Copyright and Trademark Notices
All contents of this web site are copyright protected by © 2018 Dental Health Products, Inc. and/or their suppliers. All rights reserved. Products, pictures, descriptions and company names mentioned herein are the trademarks of their respective owners.
The information, software, products, and services published on this web site may include inaccuracies or typographical errors. Changes are made periodically to the information on the site. DHP and/or its respective suppliers may make improvements and/or changes in this web site at any time. DHP, and/or its suppliers make no representations about the suitability of the information, software, products, and services contained on this web site for any purpose. All such information, software, products, and services are provided "as is" without warranty of any kind. DHP, and/or its respective suppliers hereby disclaim all warranties and conditions regarding this information, software, products, and services, including all implied warranties and conditions of Sale and/or purchase, fitness for a particular purpose, title and non-infringement. In no event shall DHP and/or its respective suppliers be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with the use of this web site or with the delay or inability to use this web site, or for any information, software, products, and services obtained through this web site, or otherwise arising out of the use of this web site, whether based on contract, tort, strict liability or otherwise, even if DHP and/or any of its suppliers has been advised of the possibility of damages.
No Unlawful or Prohibited Use
As a condition of use of this web site, user warrants to DHP that user will not use the web site for any purpose that is unlawful, or prohibited by these terms, conditions, and notices.
Links to Third Parties' Web Sites
This web site may contain hyper-links to web sites operated by third parties other than DHP. Such hyper-links are provided for user's references only. DHP does not control such web sites and is not responsible for their contents. Inclusion of hyper-links to such web sites, by DHP does not imply any endorsement of the material on such web sites or any association with their operators.
Use of Email or Other Communications Forums
To the extent that this web site contains email or other communication facilities ("forums"), the user agrees to use such forums only to send and receive messages and material that are proper and related to the forum. By way of example, and not as a limitation, the user agrees that when using a forum, the user shall not do any of the following:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless the user owns or controls the rights thereto or has received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage, restrict the use of or inhibit the operation of a computer or computers.
- Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded.
- Falsify the origin or source of software or other material contained in or uploaded to this web site.
- Advertise or offer to sell any goods or services, or engage in surveys, contests, or chain letters.
- Download any file that the user knows, or reasonably should know, cannot be legally distributed via this web site.
The user agrees to use this web site only as permitted by these terms and conditions or any additional policies or procedures published in this web site from time to time by DHP, and applicable law.
The user acknowledges that emails and any other such communications forums hosted by this web site are public and not private communications. DHP reserves the right to deny in its sole discretion any user access to this web site or any portion thereof without notice. DHP reserves the right to edit any notices for clarity and length at any time without notice.
Software Available on This Web Site
For any software not accompanied by a license agreement, the following shall constitute the License agreement. "DHP and/or their suppliers hereby grant to the user a personal, nontransferable license to use the software for viewing and otherwise using this web site in accordance with these terms and conditions, and for no other purpose." Please note that all Software, including without limitation all HTML code and Active X controls contained in this web site, is owned by DHP and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited. The software is warranted, if at all, only according to the terms of the license agreement. You acknowledge that the software and any accompanying documentation and/or technical information is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.
Contact DHP with questions or problems with this website, 800.626.2163 or firstname.lastname@example.org.
Modification of These Terms and Conditions
DHP reserves the right to change this agreement at any time by revising the terms and conditions herein. The user is responsible for regularly reviewing these terms and conditions. Continued use of this web site following any such changes shall constitute the user's acceptance of such changes.
This agreement shall be deemed to include all other notices, policies, disclaimers, and other terms contained in this web site; provided, however, that in the event of a conflict between such other terms and the terms of this agreement, the terms of this agreement shall control.
This agreement shall be deemed to have been made in the State of Wisconsin, USA and shall be interpreted, and the rights and liabilities of the parties hereto determined in accordance with the law of the State of Wisconsin, USA, without regard to conflicts of law principles. The parties’ consent to the exclusive jurisdiction of the state and federal courts for the County of Brown, Wisconsin, USA for the determination of any claim or controversy between the parties and arising out of or relating to this agreement. Both parties hereby consent to the jurisdiction of the Wisconsin courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis.
The user acknowledges that no joint venture, partnership, employment, or agency relationship exists between the user and DHP as a result of this agreement or use of this web site. user agrees not to hold himself or herself out as a representative, agent, or employee of DHP and DHP shall not be liable for any representation, act or omission of the user.
DHP's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of DHP's right to comply with law enforcement requests or requirements relating to the user's use of this web site or information provided to or gathered by DHP with respect to such use.
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. This agreement constitutes the entire agreement between the user and DHP with respect to this web site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and DHP with respect to this web site. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted herein are reserved.
As a condition of use of this web site, the user agrees to indemnify DHP and/or its suppliers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from user's use of this web site, including without limitation any claims alleging facts that if true would constitute a breach by user of these terms and conditions.
Although every effort has been made to ensure the correctness of this information, DHP, and its authors do not assume and hereby disclaim any liability to any part for any loss or damage caused by errors, omissions, misleading information or any potential purchase problem caused by information provided by DHP, even if such errors or omissions are a result of negligence, accident or any other cause.
Purchase Order Standard Terms and Conditions:
- Terms and acceptance. This order becomes a contract (1) when Seller's acknowledgment is received by Dental Health Products, Inc. ("DHP") via email, facsimile or other written confirmation, or (2) when shipment according to schedule of all or any portion of the goods covered by this order shall be made, or (3) when DHP gives Seller written approval of the price and delivery schedule of the goods as stated by Seller if Seller's written acknowledgment of this order contains either: (a) a different price or delivery schedule or a different type of item, or (b) no price or no delivery schedule for the item or items to which DHP's approval applies. Except as provided in the preceding sentence, it is a condition of this order that any provisions printed or otherwise contained in any acknowledgment hereof, inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this purchase order, shall have no force or effect, and that Seller by such acknowledgment thereby agrees that any such provisions therein or any such alterations in this order shall not constitute any part of this contract of purchase and sale. This contract contains the entire agreement of the parties, and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
- Inspection, warranty. Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by DHP before acceptance. Seller expressly warrants that all articles, materials, and work will conform to the applicable drawings, specifications, samples, or other descriptions given in all respects, and that the goods delivered hereunder will be of good quality, material, and workmanship, merchantable and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by DHP of the goods or services.
- Nonconforming goods. All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to DHP's specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by DHP and returned or held at Seller's expense and risk. DHP may charge to Seller all expense of inspecting unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to DHP shall not be exclusive, but DHP may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.
- Price. Prices recorded in this order are not subject to increase. No additional amounts shall be chargeable to DHP because of taxes or excises, presently or hereafter levied on Seller. If Seller's quoted prices for the goods covered by this order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment, Seller agrees that the price to DHP for such goods will be reduced accordingly, and that DHP will be billed at such reduced prices. If price is not recorded on the face of this order, price shall be that of last previous order given by DHP to Seller, subject to the provisions of this paragraph. If the price includes taxes or excises, and if such taxes or excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay DHP the amount of such refund. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against purchaser.
- Price discrimination. Seller represents that the prices and terms of purchase, and any allowances available shall be in full compliance with the Robinson Patman Act.
- Payment. Terms of payment are as previously arranged, or if specified in this order, then as so specified in this order.
- Delivery time of essence. DHP's schedules are based upon the agreement that the goods will be delivered by the dates specified on the face of the purchase order, if any. Time is therefore of the essence and if goods are not delivered within the time specified hereon, DHP may reject such goods and cancel order. The acceptance of later or defective deliveries shall not be deemed a waiver by DHP of its right to cancel this order, or to refuse to accept further deliveries.
- Packing. Each package shall be numbered and labeled with DHP's order number, stock number, contents, and weight, shall contain an itemized packing slip and shall be properly prepaid for shipment so as to secure lowest transportation and insurance rates and to meet carrier's requirements unless otherwise specified. No charges will be allowed Seller for packing, breaking, freight, express, or cartage unless stated herein.
- Warranty against infringement. Seller warrants that the sale or use of goods of Seller's design or Seller's patents covered by this order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights either in the U.S.A. or foreign countries, and Seller shall defend every suit which shall be brought against DHP or any party selling or using DHP's products for any alleged infringements of any patents, trademarks or copyrights, by reason of the sale or use of said materials either alone, or in combination with other materials and to pay all expenses and fees of counsel which shall be incurred in and about defending every such suit and all costs, damages, and profits recoverable in every such suit.
- Compliance with law. The performance of any work pursuant to this order is and shall be subject in all respects to and in compliance with all laws, rules, regulations, and ordinances, proclamations, demands, directives, executive orders, or other requirements of the municipal, state, and federal governments and all subdivisions thereof which now govern or may hereafter govern the manufacture, sale, or delivery of the parts, supplies, and goods, contemplated by this order, including, but not limited to the provisions of the Fair Labor Standards Act of 1938, the Walsh Healy Act, the Federal Food, Drug, and Cosmetics Act, and any other applicable laws.
- Indemnification by Seller. Seller will indemnify, hold harmless, and defend DHP from all liability for loss, damage, or injury to person or property in any manner arising out of or incident to the performance of the contract.
- Taxes. Seller accepts liability for payment of all payroll and Social Security taxes and all other federal, state, or local taxes now or hereinafter imposed by any governmental authority.
- Conflicting terms. If terms on this order do not appear on or agree with Seller's invoice as rendered, Seller agrees that DHP may change invoice to conform to this order and make payment accordingly.
- Delegation, assignment. Seller shall not delegate or assign any duties or claims under this order without DHP's prior written consent. Any such delegation or assignment attempted without DHP's previous written consent shall affect, at DHP's option, a cancellation of all DHP's obligation hereunder. All claims for moneys due or to become due from DHP shall be subject to deduction by DHP, for any setoff or counterclaim arising out of this or any other of DHP's orders with Seller, whether such setoff or counterclaim arose before or after any such assignment by Seller.
- Modification. DHP shall have the right to make, from time to time, and without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs, and delivery schedule. Seller shall immediately notify DHP of any increases or decreases in costs caused by such changes and an equitable adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this order.
- Cancellation. DHP reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of this order by notice to Seller. In the event of such cancellation, DHP shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect DHP's right to terminate this purchase order for default of Seller.
- Default. Upon the happening of any one or more of the following events, DHP shall forthwith have the unrestricted right to cancel and terminate the within contract without cost or liability to the DHP: (1) Seller's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller 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 the DHP to cancel its additional obligations.
- Electronic Signatures. DHP and Seller agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
- Veterans Rule. “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans”
- Disability Rule. “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals based on disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities”