Terms & Conditions

1. Sale and Purchase of Goods

Centipid ("Manufacturer") 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. Limited Warranty

Manufacturer supplies as its sole warranty the following:

If you are not satisfied with any product purchased from Centipid, replacement product will be supplied directly; credit will be issued through the dealer from whom the product was purchased 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 Centipid without an RMA. If you have purchased your Centipid products through a dental dealer, you should contact that dealer for return and credit instructions.

4. Disclaimer of Warranty/Limitation of Liability

Manufacturer 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 Manufacturer disclaims all other warranties and conditions, express or implied. Manufacturer (including its subsidiaries, affiliates, officers, directors, employees, agents or subcontractors, all of which are referred to herein collectively as the "Manufacturer 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 Manufacturer or any of the Manufacturer 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 Manufacturer or any Manufacturer 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. Manufacturer disclaims any warranties of non-infringement with respect to the goods and none of Manufacturer or any Manufacturer 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.

5. Content ownership

The Centipid Web Site and the content accessible through the Centipid Web Site, and all intellectual property rights included in or associated with the Centipid 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 Centipid 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 Centipid 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 Centipid Web Site or in the Content.

6. Force Majeure

Manufacturer 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 Manufacturer, which causes delays or hinders the manufacture or delivery of Goods. Manufacturer 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.

7. Governing Law

Any claim relating to Centipid LLC'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.

8. General

Headings are for reference purposes only

Buyer may not assign this Agreement without Manufacturer's written consent. Manufacturer 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 Manufacturer. Any additional or altered terms attached to any order submitted by Buyer shall be null and void, unless expressly agreed to in writing by Manufacturer. 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 Centipid Web Site, either in part or in whole, with or without notice. You agree that any termination of your access to the Centipid 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 Centipid Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Centipid 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
03-31-2020

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