Terms & Conditions​

• These Terms and Conditions apply to any individual or entity (each, a “Customer”) that is a party to, a DSO Master Equipment and Consumable Purchase Agreement or similar titled agreement including all exhibits, schedules, and addenda thereto, as may be amended (each, an “Agreement”). By executing any such Agreement with DDS, the Customer to that agreement agrees to be bound by these Terms and Conditions as if such Terms and Conditions were set forth in that Agreement at length.
• Even if not expressly stated in the applicable Agreement, these Terms and Conditions are deemed by the Customer to be a part of such Agreement in the same manner as if these Terms and Conditions were set forth in the body of such Agreement at length. Accordingly, any reference to an Agreement in these Terms and Conditions includes the applicable Agreement, all exhibits, schedules, addenda, and amendments thereto, as well as these Terms and Conditions.
• Capitalized terms not defined in these Terms and Conditions shall have the definition set forth in the applicable Agreement.
• Any conflict between these Terms and Conditions and a provision of any Agreement shall be resolved in favor of the applicable Agreement.
• Any policy set forth in these Terms and Conditions is subject to change at any time by DDS, which changes shall be reflected at this webpage.

• Each laboratory authorization procedure (i.e., prescription) constitutes a complete and separate transaction billed and collected.
• Ordering Process. Offices will order Products from DDS pursuant to and in accordance with the process published or otherwise provided by DDS from time to time.

• Unless another procedure is set forth in the applicable Agreement, invoices will be generated by DDS and mailed electronically to Customer. Invoiced charges are payable net 30 days after the invoice date. All payments are to be paid by check or bank transfer (wire or ACH), as indicated by DDS.
• Customer shall not have any right to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to DDS or any of its affiliates, whether under an Agreement or otherwise, against any other amount owed (or to become due and owing) to it by DDS or DDS’s affiliates.
• DDS in its sole discretion can require all accounts to be cash-on-delivery (“COD”) until a credit application is completed, reviewed, and approved.
• Past due accounts shall bear an interest rate of 1.5% per month or maximum allowed by law, until the balance is paid in full.
• DDS may refuse to accept new or complete existing orders on accounts with past due balances.
• Accounts more than 60 days past due will be subject to COD including any COD surcharge until the account is current.
• DDS may require a delinquent account holder to pay a deposit for existing or continuing orders.
• Any credit must be applied to Equipment, Products, and services within 60 days of issuance.
• Returned checks will be assessed the maximum fee permitted by law plus any associated bank costs/fees.
• Not withstanding anything contained in any pricing schedule or other document to the contrary, DDS reserves the right to adjust the pricing for Hi-Noble and/or full cast products at any time upon two week prior notice.
• DDS’s Remake Policy, below, will not apply to any account past due. DDS reserves the right in its sole discretion to refuse accepting any new cases and processing remake cases until the balance is paid in full and the account is current.
• DDS must receive written notice of any disputed charges from Customer within 15 days after the invoice date or Customer shall be deemed to have waived any right to dispute charges. Customer will be deemed to have accepted all invoices for which DDS does not receive timely notification of dispute, and shall pay all undisputed amounts due under such invoices within the period set forth herein and therein, and shall continue performing its obligations under the applicable Agreement during any dispute.

• In addition to termination provisions set forth in the applicable Agreement, DDS reserves the right to refuse to accept orders and/or terminate the applicable Agreement without notice. Following any termination, Customer agrees to pay all outstanding balances, plus any reasonable attorneys’ fees, and costs associated with collecting the balance or monies owed.
• In the event an Agreement is terminated by DDS due to Customer breach or a change of law, Customer shall, at Customer’s sole cost and expense, promptly (but in no case later than 36 hours) return all Equipment to DDS. All Equipment returned to DDS must be in good repair, condition, and working order, ordinary wear and tear excepted. Customer shall be responsible for any and all costs of deinstallation and freight. In the event that any of the Equipment, upon its return to DDS, is not in good condition and working order, ordinary wear and tear excepted, Customer shall be obligated to pay DDS for all reasonable costs to repair or replace the Equipment.

• Customer must examine all Equipment and Products for fitness and condition.
• The Equipment may be used by Customer and Offices for the sole purpose of digital impression scanning, and providing such scans to DDS for production of Products for sale to Customer. Neither Customer nor any Office may use the Equipment for any other purpose. Without limitation of the foregoing, no Equipment may be used by Customer, any Office, or any of their agents, employees, or representatives (a) for producing scans for production to a dental lab other than DDS or (b) in connection with ordering or purchasing any dental restorative products that are manufactured or fabricated by anyone other than DDS. DDS will permit Offices to use Equipment to send scans for dental alignment procedures approved in writing by DDS from time to time.
• Risk of Loss. Commencing upon DDS’s delivery of the Equipment to the applicable Delivery Location, Customer shall bear all risk of the Equipment being lost, destroyed, or otherwise rendered unfit or unavailable for use for any Equipment in Customer’s or any Office’s possession. If such an event of loss occurs, Customer shall promptly notify DDS thereof in writing. Customer shall be responsible for and shall promptly (a) pay for all costs of all Equipment repairs, or (b) if any Equipment cannot be fully and promptly repaired (as determined by DDS in its sole discretion), pay to DDS the replacement cost of such Equipment (as determined by DDS in its sole discretion).
• Data Plan and Equipment Supplies. Customer shall pay, or shall cause Office to pay, the Equipment manufacturer for a standard data, maintenance and related plans for each unit of Equipment which enables the Office to upload digital impressions and case information captured by the Equipment for processing and use by DDS for fabricating dental restorative products. Customer shall also be responsible for the cost of any supplies used and/or needed while Equipment is in Customer’s or any Office’s possession. Customer will only use supplies that are recommended by equipment manufacturer.
• Insurance. Customer, at its own expense, shall provide and maintain at all times insurance against loss, theft, damage, or destruction (and such other risks as are customarily insured against with respect to the type of equipment loaned hereunder) of the Equipment in an amount not less than the full replacement value of the Equipment. Customer shall provide proof of such insurance within 7 days of request by DDS.
• Confidentiality. DDS may disclose or make available to the Customer information about its business affairs, Products, Equipment, confidential intellectual property, trade secrets, third party confidential information and other sensitive or proprietary information, whether or not marked as such (collectively, “Confidential Information”). The Customer shall: (A) protect and safeguard the confidentiality of DDS’s Confidential Information with at least the same degree of care as the Customer would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use DDS’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under the applicable Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Customer’s representatives who need to know the Confidential Information to assist the Customer, or act on its behalf, to exercise its rights or perform its obligations under the applicable Agreement. The Customer shall be responsible for any breach of this section caused by any of its representatives. At DDS’s written request, the Customer and its representatives shall promptly return to DDS all copies, whether in written, electronic, or other form of media, of DDS’s Confidential Information. In addition to all other remedies available at law, DDS shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this section. Limit this provision to maintain pricing in confidence.

• Access. Customer agrees DDS and/or its representatives may enter each Office location, with reasonable notice, during normal business hours for purposes of installing, inspecting, repairing or removing the Equipment, as applicable. DDS agrees that it will take reasonable steps to ensure that it does not interfere with Customer’s or the applicable Office’s normal business operations and Customer agrees to cooperate fully with DDS and/or its representatives, and shall take all commercially reasonable actions necessary with Offices to procure such access for DDS.
• Installation and Removal. With respect to each item of Equipment, until the MPPR for such Equipment has been fulfilled for such Equipment, any installation and/or removal of such Equipment shall be made only by DDS or its representatives in all instances, unless in its sole discretion, DDS consents to such installation and/or removal of such Equipment by Customer or any Office. Customer and Offices will provide reasonable cooperation to DDS and/or its representatives with regards to the installation, operation, maintenance, and removal of the Equipment. Any costs incurred to move or relocate Equipment shall be the responsibility of the Customer and the applicable Office.
• Equipment. Customer and each Office shall maintain all Equipment in any of their possession in good repair, condition and working order, ordinary wear and tear excepted. Customer and the applicable Office must ensure that the Equipment will be maintained and used only in strict accordance with applicable vendor instructions provided by DDS. If Customer has not received such instructions, Customer has an obligation to request same from DDS and DDS shall provide same.
• Repairs, Maintenance. Any failure to keep the Equipment in proper operating condition shall constitute a breach of the applicable Agreement, and any liability arising from any such breach shall be the sole responsibility of Customer and any applicable Office.
• Any use, sale, alteration or modification to the appliance or failure to timely notify and return the appliance to DDS within 30 days of receipt of the item shall constitute acceptance of the appliance.
• DDS reserves the right to cure or correct any defect before issuance of any credit or refund.

• DDS accepts no liability for damages to customer, any provider, or any patient(s) for any cause arising under or related to the products or services provided. In no event will DDS be liable for any indirect, special, incidental, or consequential damages, or for any claim against customer by any other party.
• DDS warrants that all crown and bridge restorations and removable prosthetics, and other devices will be constructed according to the prescribing dentist’s specifications.
• DDS warrants to Customer that, for a period of 1 year from the date of delivery of any Product, such Product will materially conform to the prescription set forth in the applicable order and be free from material defects in material and workmanship.
• DDS will repair or replace any product that fails due to defects in materials or workmanship, such as chipped or cracked porcelain, broken acrylic, and/or a tooth falling out of removable appliance, within a period of one year from date of invoice (Note: orthodontic appliances are warrantied for a period of 90 days from date of invoice).
• The warranty will be void for removable prosthetics fabricated without a try-in/setup.
• DDS is not responsible for any additional costs or fees associated with adjustments, repairs, and replacement of dental devices.
• DDS does not warrant that such devices are fit for any particular purpose and if such disclaimer is not permitted by law, the duration of any implied warranty is limited to 90 days from the date of delivery.
• This warranty is in lieu of and supersedes all other warranties, whether express or implied, and may not be modified by any agent, employee, representative or distributor of DDS.
• PRODUCT DISCLAIMERS. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED PRODUCT WARRANTY, DDS DISCLAIMS ALL WARRANTIES REGARDING PRODUCTS, AND DDS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED REGARDING PRODUCTS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, PERFORMANCE, OR NON‑INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY DDS, OR ANY OTHER PERSON ON DDS’S BEHALF, REGARDING PRODUCTS.
• EQUIPMENT DISCLAIMERS. DDS DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED REGARDING EQUIPMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, PERFORMANCE, OR NON‑INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY DDS, OR ANY OTHER PERSON ON DDS’S BEHALF, REGARDING EQUIPMENT.
• Equipment Manufacturer Warranties. All warranties and service commitments of third party manufacturers’ regarding Equipment, and items supplied with respect to Equipment, shall accrue solely to the benefit of DDS.

• Governing Law; Venue. The arrangement between DDS and the Customer including, without limitation, the applicable Agreement, are governed by, and construed in accordance with, the laws of the State of Florida, USA without regard to the conflict of laws provisions thereof. Venue shall be in the federal or state courts located in Hillsborough County, Florida.
• Waiver of Jury Trial. Customer acknowledges and agrees that any controversy that may arise under the applicable Agreement is likely to involve complicated and difficult commercial issues and, therefore, Customer irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the applicable Agreement or the transactions contemplated thereby.
• Waiver. No delay, neglect, or forbearance on the part of DDS or Customer in enforcing against the other party any provision of the applicable Agreement shall be deemed to be a waiver or in any way prejudice any rights of DDS or Customer under the applicable Agreement. No waiver by DDS or Customer shall be effective unless made in writing. No waiver by DDS or Customer of a breach of the applicable Agreement shall constitute a waiver of any subsequent breach.
• Force Majeure. Neither DDS nor Customer shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the applicable Agreement, for any failure or delay in fulfilling or performing any term of the applicable Agreement (except for any obligations of Customer to make payments to DDS, when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted party’s (“Impacted Party”), The Impacted Party shall give notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and to minimize the effects of such Force Majeure Event. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after termination or removal of the cause.
• Severability. If any provision of the applicable Agreement is held to be invalid or unenforceable in any respect, it shall be ineffective to the extent of such invalidity or unenforceability, and the remaining provisions of the applicable Agreement shall remain in full force and effect.
• General Notices. All notices and other communications pertaining to the applicable Agreement shall be in writing, and shall be deemed duly to have been given if personally delivered to the other party, or if sent by USPS certified mail, return receipt requested, postage prepaid, or by FedEx, UPS, or other nationally recognized overnight carrier. Written communications to the Customer shall be sent to the address in the opening paragraph of the applicable Agreement. Written communications to DDS shall be sent to the address set forth in the footer of the applicable Agreement to the attention of DDS’s CFO.
• Independent Contractors; No Third Party Beneficiaries. It is intended that the relationship of Customer and DDS shall at all times be that of an independent contractor. The applicable Agreement is between DDS and Customer, and no Office (or any other person) is a third party beneficiary thereof, nor shall any Office (or any person other than the Customer and DDS) have any rights or remedies as a result of the applicable Agreement.

Remake charges of 50‑100%, as determined by DDS, will apply under the following conditions:

1. If a remake is requested after the lab deemed the provided case materials incomplete and/or unsatisfactory and customer elects to proceed with the completion of the case without making any adjustment, refuses a try-in, or does not supply requested materials.

2. If a remake is requested because the customer requests a tooth shade or mould different from the original request.

3. If a remake is requested due to treatment plan or material change from the original request.

4. If a remake is requested greater than 30 days from invoice date.

5. If a remake is requested for immediate/surgical partials or dentures or treatments with healing extractions.

6. If a remake is requested because the appliance fits the model but does not fit in the mouth.

7. If a remake is requested and the remake reason is not specified, original materials or appliance(s) are not returned.

A non‑refundable charge will apply if the original appliance is not returned at the time of remake request.

• Dental restorations are manufactured and/or distributed by DDS, LLC, 5440 Beaumont Center Blvd, Suite 400, Tampa, FL 33634. DDS is a full-service dental laboratory with the following memberships and certifications:
• NBC Certified Dental Laboratory (CDL #123252‑00), FDA registered (FDA #3004632064, 3009687180, 3009319807) and National Association of Dental Labs (NADL #122122‑0).
• For additional details, please refer to the accompanying list of materials and the corresponding point of origin for materials disclosure on the front of any invoice.