Terms of Sale
These Terms of Sale constitute a binding contract between you and Great Lakes Dental Supply, LLC. Please carefully review these Terms of Sale because the Terms of Sale set forth the rights, obligations, limitations and exclusions that apply to you.
1. Agreement
Unless and except as expressly otherwise agreed in a mutually executed writing, any purchase by you of products from GREAT LAKES DENTAL SUPPLY, LLC (the “Products”) will be exclusively governed by these Terms of Sale and by placing an order for, purchasing or guarantying the purchase of any Products, you agree to these Terms of Sale. GREAT LAKES DENTAL SUPPLY, LLC does not accept any terms or conditions other than the terms and conditions set forth below or on GREAT LAKES DENTAL SUPPLY, LLC invoice. Any additional or different terms, conditions or contractual provisions introduced by you (including any terms and conditions attached to your purchase orders or other standard or printed terms issued by you) are hereby rejected and Great Lakes Dental Supply, LLC will not be bound by any such terms unless GREAT LAKES DENTAL SUPPLY, LLC has explicitly agreed in a mutually executed writing to those additional conditions. These Terms of Sale may not be altered, supplemented or amended by use or reference to any other documents or agreements, unless and except as expressly agreed by GREAT LAKES DENTAL SUPPLY, LLC in a mutually executed writing. Any Products sold under an agency model will be subject to the respective manufacturer’s terms of sale.
2. Licenses; Compliance; Credit app
You certify and covenant that (i) you have and will maintain in full force and effect all necessary licenses, certificates, consents and other authorizations, including Dental licenses, Drug Enforcement Agency certificates and state controlled substances licenses, as applicable, (“Applicable Licenses”) that are required for you to purchase, handle, possess or use the Products; (ii) you have submitted copies of all your Applicable Licenses to GREAT LAKES DENTAL SUPPLY, LLC; (iii) you will immediately inform GREAT LAKES DENTAL SUPPLY, LLC if any of your Applicable Licenses is revoked or becomes invalid; and (iv) your purchasing, handling, possession and use of the Products will comply will all applicable laws, regulations, rules and ordinances. You further certify that you have a completed credit application filed with GREAT LAKES DENTAL SUPPLY, LLC and that the information on the credit application is current and correct.
3. Cash sale
All purchases shall be paid by cash, check (including electronic funds transfer or ACH) or credit card in the net amount of the invoice on or before the time of delivery unless GREAT LAKES DENTAL SUPPLY, LLC agrees to extend you open account or other credit. GREAT LAKES DENTAL SUPPLY, LLC may impose a 3.5% credit card processing fee, to the extent permitted by applicable law, on all balances paid by credit card.
4. Open account sale
All purchases on open account are due and payable by the 15th day of the month following the invoice date unless GREAT LAKES DENTAL SUPPLY, LLC agrees otherwise in writing. In addition to any other remedy available to GREAT LAKES DENTAL SUPPLY, LLC, GREAT LAKES DENTAL SUPPLY, LLC may charge you interest at an amount equal to the lesser of (i) 1.5% per month (18% per year), compounded monthly, or (ii) the highest amount permitted by law on any payments that are not made when due. In addition, you will be liable and pay for any costs, including reasonable attorney and collection agency fees, incurred by GREAT LAKES DENTAL SUPPLY, LLC to collect any past due amounts. If you experience a change of control, become insolvent, are named in any legal, arbitration or other proceeding to collect money, or file bankruptcy, then all amounts you owe to GREAT LAKES DENTAL SUPPLY, LLC will become immediately due and payable. GREAT LAKES DENTAL SUPPLY, LLC may impose a surcharge on all statement balances paid by credit card.
5. Payments
All payments shall apply first to accrued interest, second to collection costs and attorney fees and lastly to the invoiced amounts. You shall pay GREAT LAKES DENTAL SUPPLY, LLC a $35.00 service fee on all returned or dishonored checks.
6. Default
If your account is not paid when due, or if you have not complied with any other term or condition of your application for credit, these Terms of Sale, or any other agreement with GREAT LAKES DENTAL SUPPLY, LLC, then you are immediately in default without further notice to you.
7. Errors
GREAT LAKES DENTAL SUPPLY, LLC may correct at any time all extension, price, description and other errors on any invoices, statements or other documents. The document, as corrected, shall be the effective document.
8. Security interest
To secure all obligations owed by you to GREAT LAKES DENTAL SUPPLY, LLC, you grant GREAT LAKES DENTAL SUPPLY, LLC a first priority security interest and purchase money security interest in all Products, including without limitation all Goods, Equipment, Inventory, and all proceeds, renewals, substitutions, replacements, additions and accessions thereto, until all obligations to GREAT LAKES DENTAL SUPPLY, LLC are paid in full.
9. GREAT LAKES DENTAL SUPPLY, LLC’s remedies on default
If you are in default, then GREAT LAKES DENTAL SUPPLY, LLC may, at GREAT LAKES DENTAL SUPPLY, LLC’s sole discretion and without further notice to you, exercise any one or more of the following actions and remedies: (a) temporarily or permanently suspend any further shipments to you, (b) temporarily or permanently suspend your credit, (c) temporarily or permanently ship to you only if you pay via automatic bank draft, automatic credit card or if you pay in advance, (d) temporarily or permanently close your account with GREAT LAKES DENTAL SUPPLY, LLC and terminate any further transactions with you, (e) exercise GREAT LAKES DENTAL SUPPLY, LLC’s rights as a secured creditor under applicable law, (f) collect the amounts owed to GREAT LAKES DENTAL SUPPLY, LLC, including without limitation initiating a lawsuit, (g) cancel any of your outstanding orders and (h) take any other action or pursue any other remedies available to GREAT LAKES DENTAL SUPPLY, LLC at law or in equity. Once GREAT LAKES DENTAL SUPPLY, LLC takes any action or remedy because of your default, including without limitation the remedies listed in this paragraph, GREAT LAKES DENTAL SUPPLY, LLC is not obligated to (a) restore your account and credit or (b) provide you with any other account or credit terms even if you pay the past due amounts in full and satisfy any other requirements of GREAT LAKES DENTAL SUPPLY, LLC. Nothing in these Terms of Sale will prejudice or limit any right or remedy which GREAT LAKES DENTAL SUPPLY, LLC may be entitled to by law or at equity.
10. Delays
GREAT LAKES DENTAL SUPPLY, LLC is not responsible for the inability to provide Products purchased or delay in providing Products purchased caused or effected by any cause beyond GREAT LAKES DENTAL SUPPLY, LLC’s control.
11. Taxes & shipping charges
Unless otherwise agreed, you are solely responsible for all shipping charges, duties and taxes (other than taxes on GREAT LAKES DENTAL SUPPLY, LLC’s income) attributable or related to the sale, delivery or use of the Products by or to you. GREAT LAKES DENTAL SUPPLY, LLC may include the charges, duties and taxes on its invoice to you, otherwise you will directly pay the applicable shipper and tax authority.
12. Disclaimer & limitation of warranties & remedies
A. LIMITED WARRANTY. You acknowledge that GREAT LAKES DENTAL SUPPLY, LLC is merely a distributor and not the manufacturer of the Products. As such, GREAT LAKES DENTAL SUPPLY, LLC only warrants that GREAT LAKES DENTAL SUPPLY, LLC will transfer good title to the Products and the Products will be delivered free of any security interest, lien or encumbrance except for GREAT LAKES DENTAL SUPPLY, LLC’s security interest. Except as stated in the preceding sentence, all Products are sold “AS IS AND WITH ALL DEFECTS.” The above warranties constitute the sole and exclusive warranties by GREAT LAKES DENTAL SUPPLY, LLC with respect to the Products and GREAT LAKES DENTAL SUPPLY, LLC expressly disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and quality or implied by any course of dealing, usage of trade or advertising. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some of the above exclusions and limitations may not apply to you.
B. REMEDIES. Your exclusive remedy for breach of warranty is to return the nonconforming Products for a refund of the purchase price, repair or replacement. GREAT LAKES DENTAL SUPPLY, LLC has the exclusive right to select the remedy.
C. PAYMENT REQUIRED. GREAT LAKES DENTAL SUPPLY, LLC’s warranties are effective only if GREAT LAKES DENTAL SUPPLY, LLC has received payment in full for the Products.
D. MANUFACTURER’S WARRANTY. The manufacturer of the Products may provide its own warranty. All such warranties will be passed on to you to the fullest extent permitted. GREAT LAKES DENTAL SUPPLY, LLC does not represent or warrant the existence or scope of manufacturers’ warranties.
13. Limitation of liability
GREAT LAKES DENTAL SUPPLY, LLC expressly excludes, and will not be liable for, any special, indirect, incidental, consequential, punitive or exemplary damages of any kind, including but not limited to, loss of profits and loss of or damage to animals or property, even if GREAT LAKES DENTAL SUPPLY, LLC has been advised of the possibility of such damages. GREAT LAKES DENTAL SUPPLY, LLC’s total liability to you for any claims of any kind related to any Products or GREAT LAKES DENTAL SUPPLY, LLC’s performance under these Terms of Sale, whether for breach of contract or warranty, strict liability, negligence or otherwise, shall be limited to direct monetary damages only and shall not exceed the purchase price of the Product at issue. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these limitations may not apply to you.
14. Sales data
For purposes of clarity, and notwithstanding anything to the contrary, GREAT LAKES DENTAL SUPPLY, LLC owns all information and data related to GREAT LAKES DENTAL SUPPLY, LLC’s sale, distribution, provision or delivery of products and services (“Sales Data”), and GREAT LAKES DENTAL SUPPLY, LLC retains all rights, in its sole discretion, to use, modify, copy, disclose, transfer, license or sell Sales Data for any lawful purpose. GREAT LAKES DENTAL SUPPLY, LLC may transfer or sell Sales Data to third parties including without limitation, manufacturers, suppliers, data aggregators, and affiliates of GREAT LAKES DENTAL SUPPLY, LLC, both in the United States and internationally. Sales Data may include personal data such as your name, email address, postal address, phone number, license numbers, place of employment, financial information, and any other information you provide. If you have a request regarding your personal information and would like to exercise your rights under applicable law, please contact us at: support@GLDentalSupply.com
15. Disputes; New York venue & jurisdiction
GREAT LAKES DENTAL SUPPLY, LLC’s principal place of business and executive offices are located in New York. These Terms of Sale and all disputes between you and GREAT LAKES DENTAL SUPPLY, LLC, and any guarantor and GREAT LAKES DENTAL SUPPLY, LLC, including but not limited to actions to obtain payment, are governed by the laws of the State of New York, without regard to conflicts of laws provisions. You irrevocably submit to the jurisdiction and venue of the state and federal courts in Syracuse, New York. You, GREAT LAKES DENTAL SUPPLY, LLC, and the guarantor, if any, are the only parties to this agreement, and there are no intended or incidental third-party beneficiaries. In any dispute the prevailing party shall recover from the other party reasonable attorney fees and costs, collection agency fees, and any other costs incurred.
16. Severability
If any term, provision or agreement contained in these Terms of Sale is held to be invalid, illegal or unenforceable, the remaining provisions of these Terms of Sale shall remain valid, legal, and enforceable and be enforced and construed as if such invalid provision were never a part of these Terms of Sale.
17. Changes in terms
GREAT LAKES DENTAL SUPPLY, LLC may, in its sole discretion, revise these Terms of Sale at any time by posting the revised Terms of Sale on its website. All changes to these Terms of Sale will apply to any purchases of Products that occur on or after the effective date of the change. You agree with the revised Terms of Sale by making purchases on or after the effective date of the change. If you disagree with the changes in the Terms of Sale, you shall stop any further transactions with GREAT LAKES DENTAL SUPPLY, LLC before the effective date of the change.
Rev. January 01, 2025