Buyback Program Agreement

This Buyback Program Agreement is entered into by and between A-dec and you and is effective on the Effective Date. Capitalized terms are either defined below at the bottom of this Agreement or contextually within the Agreement.

If you are signing a Quote or otherwise participating in the Buyback Program on behalf of a company, then you represent that you are authorized to accept this Agreement on behalf of such company.

BY SIGNING A QUOTE OR OTHERWISE PARTICIPATING IN THE BUYBACK PROGRAM, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

Product Eligibility

As of the Effective Date, the following pre-owned A-dec products are eligible for buyback if the “service life” of the pre-owned product is no older than 20 years (“Eligible Used Products”). Any pre-owned product with a “service life” that is older than 20 years is not eligible for buyback.

A-dec reserves the right, at its sole discretion, to add, remove, or otherwise alter Eligible Used Products at any time. If there any changes to the eligible models, A-dec will provide you with reasonable notice.

Process

Buyback with Purchase of New A-dec Products

• If you desire to have A-dec buyback Eligible Used Products with the purchase of new A-dec products, then you will be first required to provide A-dec with the following information: model name and number, serial number, year of manufacture, and sufficient and clear pictures of the products.
• Upon receipt of the requisite information, A-dec will initially evaluate the products and then provide you with a Quote. Quotes will remain valid until the Expiration Date and will be contingent on the receipt by A-dec of Proof of Purchase. Note that if you desire to have A-dec buyback more units of Eligible Used Products than the number of new units you will be purchasing, then the number of units of Eligible Used Products above the number of new units that you will be purchasing will be quoted with lower estimated buyback values. For example, if you desire to have A-dec buyback three 511 chairs and three 571L lights but you will be buying only one new chair and one new light, then one chair to be bought back by A-dec will be quoted with a higher estimated buyback value and the other two chairs will be quoted with lower estimated buyback values, and one light to be bought back by A-dec will be quoted with a higher estimated buyback value and the other two lights will be quoted with lower estimated buyback values.
• If you desire to move forward with the buyback, then A-dec must (1) on or prior to the Expiration Date, receive the signed Quote; and (2) within 120 days of the Effective Date, physically receive the Buyback Products. You must arrange with A-dec a time and day, during normal business hours, for an authorized A-dec dealer to collect and ship the products to the dealer’s facility (at dealer’s expense), and then A-dec will be responsible for shipping the products from the dealer’s facility to an A-dec facility (at A-dec’s expense).
• Upon A-dec’s physical receipt of the Buyback Products, the products will be unpacked, labeled, and queued for inspection. We will perform an inspection to determine (1) if the information you initially provided matches the information collected during inspection; (2) the inspected Buyback Products are Eligible Used Products; (3) that the conditions of the Buyback Products meet A-dec internal criteria; and (4) the final buyback value for the Buyback Products.
• If there is a mismatch between information collected during inspection and the information you initially provided or A-dec does not receive all Buyback Products that were considered in preparing the Quote, the final buyback value could be less than the value quoted in the Quote. Further, A-dec reserves the right to refuse a buyback or rescind the Quote if A-dec determines, in its sole discretion, that the products do not meet A-dec’s internal criteria. If A-dec refuses a buyback or rescinds the Quote, you will be responsible for any and all costs associated with returning the Buyback Products back to you at the address we have on record.
• If, after A-dec’s inspection of the Buyback Products, A-dec accepts to buyback the products, then:
  1. you will receive an email from us indicating that the buyback value quoted in the Quote is final, and if we have received a Proof of Purchase, we will issue you a check in the amount described in the Quote within 60 days from the date of our email. If we do not receive a Proof of Purchase within 20 days from the date of our email, then A-dec, at its sole discretion, will either (a) convert the transaction to a “buyback without a new equipment purchase” with a revised final buyback value in accordance with the buyback terms below and issue you a check in such amount within 60 days; or (b) return the Buyback Products to you, and you will be responsible for any and all costs associated with returning the products back to you at the address we have on record; or
  2. if the final buyback value is different from the buyback value quoted in the Quote, then you will receive a Final Quote. Final Quotes will remain valid until the Final Expiration Date and will be contingent on the receipt by A-dec of Proof of Purchase. If you desire to move forward with the buyback, you must accept the Final Quote on or prior to the Final Expiration Date. After you have accepted the Final Quote and A-dec has received Proof of Purchase on or prior to the Final Expiration Date, A-dec will issue you a check in the amount described in the Final Quote within 60 days from the date you accept the Final Quote. If A-dec has not received Proof of Purchase on or prior to the Final Expiration Date or you have not accepted the Final Quote on or prior to the Final Expiration Date, then A-dec, at its sole discretion, will either (a) convert the transaction to a “buyback without a new equipment purchase” with a revised final buyback value in accordance with the buyback terms below and issue you a check in such amount within 60 days; or (b) return the Buyback Products to you, and you will be responsible for any and all costs associated with returning the products back to you at the address we have on record.
• If you do not wish to accept a Final Quote or change your mind about participating in the Buyback Program, you will be responsible for any and all costs associated with returning the Buyback Products back to you at the address we have on record.
• If we return any Buyback Products to you under the terms of this Agreement and you do not pay for any and all costs associated with returning the Buyback Products back to you or decline or fail to accept the delivery of the products, you will be deemed to have consented to our retaining and taking ownership of the products without any compensation to you and the products will not be returned.
• All Buyback Products that are accepted for buyback or retained will be disposed of, recycled, refurbished, and/or resold, as A-dec determines in its sole discretion, without any further compensation or notice to you.
• All decisions of acceptance or rejection are at A-dec’s discretion and are final. Any value offered to purchase Buyback Products is non-transferable, non-refundable, and not redeemable for any other consideration other than the value quoted in a Final Quote.
• If we value any items, equipment, or products at $0 in a Quote, you are not authorized to ship any such items, equipment, or products to us, and we will not accept receipt of any such items, equipment, or products.

Buyback without the Purchase of New A-dec Products

• If you desire to have A-dec buyback Eligible Used Products without the purchase of new A-dec products, then you will be first required to provide A-dec with the following information: model name and number, serial number, year of manufacture, and sufficient and clear pictures of the products.
• Upon receipt of the requisite information, A-dec will initially evaluate the products and then provide you with a Quote. Quotes will remain valid until the Expiration Date.
• If you desire to move forward with the buyback, then A-dec must (1) on or prior to the Expiration Date, receive the signed Quote; and (2) within 120 days of the Effective Date, physically receive the Buyback Products. You must arrange to either have (1) an authorized A-dec dealer pack and ship the Buyback Products to dealer’s facility (at your expense), and then A-dec will ship the Buyback Products from dealer’s facility (at A-dec’s expense); or (2) a third party logistics provider pack and ship the Buyback Products to a warehouse (at your expense), and then A-dec will ship the Buyback Products from the warehouse to an A-dec facility (at A-dec’s expense). Prior to packing and shipping, you must prepare the Buyback Products for shipment (our website contains an instructional video).
• Upon A-dec’s physical receipt of the Buyback Products, the products will be unpacked, labeled, and queued for inspection. We will perform an inspection to determine (1) if the information you initially provided matches the information collected during inspection; (2) the inspected Buyback Products are Eligible Used Products; (3) that the conditions of the Buyback Products meet A-dec internal criteria; and (4) the final buyback value for the Buyback Products.
• If there is a mismatch between information collected during inspection and the information you initially provided or A-dec does not receive all Buyback Products that were considered in preparing the Quote, the final buyback value could be less than the value quoted in the Quote. Further, A-dec reserves the right to refuse a buyback or rescind the Quote if A-dec determines, in its sole discretion, that the products do not meet A-dec’s internal criteria. If A-dec refuses a buyback or rescinds the Quote, you will be responsible for any and all costs associated with returning the Buyback Products back to you at the address we have on record.
• If, after A-dec’s inspection of the Buyback Products, A-dec accepts the products for buyback, then:
  1. you will receive an email from us indicating that the buyback value quoted in the Quote is final, and we will issue you a check in the amount described in the Quote within 60 days from the date of our email; or
  2. if the final buyback value is different from the buyback value quoted in the Quote, then you will receive a Final Quote. Final Quotes will remain valid until the Final Expiration Date. If you desire to move forward with the buyback, you must accept the Final Quote on or prior to the Final Expiration Date. After you have accepted the Final Quote, A-dec will issue you a check in the amount described in the Final Quote within 60 days from the date you accept the Final Quote. If you have not accepted the Final Quote on or prior to the Final Expiration Date, then A-dec, at its sole discretion, will return the Buyback Products to you, and you will be responsible for any and all costs associated with returning the products back to you at the address we have on record.
• If you do not wish to accept a Final Quote or change your mind about participating in the Buyback Program, you will be responsible for any and all costs associated with returning the buyback Products back to you at the address we have on record.
• If we return any Buyback Products to you under the terms of this Agreement and you do not pay for any and all costs associated with returning the Buyback Products back to you or decline or fail to accept the delivery of the products, you will be deemed to have consented to our retaining the products without any compensation to you and the products will not be returned.
• All Buyback Products that are accepted for buyback or retained will be disposed of, recycled, refurbished, and/or resold, as A-dec determines in its sole discretion, without any further compensation or notice to you.
• All decisions of acceptance or rejection are at A-dec’s discretion and are final. Any value offered to purchase Buyback Products is non-transferable, non-refundable, and not redeemable for any other consideration other than the value quoted in a Final Quote.
• If we value any items, equipment, or products at $0 in a Quote, you are not authorized to ship any such items, equipment, or products to us, and we will not accept receipt of any such items, equipment, or products.

Eligibility to Participate

To participate in the Buyback Program, you must be (1) a dentist office located in the U.S. or Canada; (2) a third-party reseller located in the U.S. or Canada; or (3) an auction house located in the U.S or Canada.

Shipping, Title, and Risk of Loss

We have no obligation to insure any Buyback Products that are shipped to us or authorized A-dec dealers or returned to you. You bear all risk of loss for your Buyback Products during shipping. If any Products are damaged during shipping, we will have no obligation to you, but you may take up the issue with the applicable carrier or authorized A-dec dealer.

Title to Buyback Products shipped to us under the Buyback Program will pass to A-dec when you have accepted a Final Quote. In the event that you do not accept a Final Quote but one of the conditions bearing on our retaining and not returning Buyback Products arises, as discussed above, then title to such Buyback Products passes to us at such time.

Representations and Warranties

You represent and warrant that:

• You have the legal right to submit Buyback Products to A-dec;
• None of the Buyback Products are counterfeit, lost, or stolen;
• You own all right, title, and interest in and to all Buyback Products;
• None of the Buyback Products violate any applicable rules, laws, or regulations;
• The Buyback Products are free of any liens or encumbrances, including third-party software which may not be transferred or for which royalties or payments are due;
• All information you provide to us about Eligible Used Products, you, and your company is true, accurate, and complete; and
• All Buyback Products are free of defects.

Indemnification

By participating in the Buyback Program, you will indemnify and hold harmless A-dec and its service providers from and against any actual or alleged claims, actions, demands, damages, suits, disputes, or proceedings that any Buyback Products are counterfeit, lost, stolen, or otherwise claimed by someone else.

Release and Limitation of Liability

Your exclusive and sole remedy for any delay in payment owed to you by A-dec under this Agreement is the final buyback value, as applicable, quoted in a Final Quote provided that the Final Quote has been timely accepted by you and all other conditions have been timely met.

To the maximum extent permitted by applicable law, you hereby release A-dec and its affiliates and service providers and its and their directors, officers, and employees from any liability arising out of or related to the transfer Buyback Products, including but not limited to any liability related to the shipment of Buyback Products (except for when A-dec is responsible for transportation and shipping), the deletion or non-deletion of any data or files from Buyback Products, the evaluation and assessment of the Buyback Products (and corresponding valuations), and retention of the Buyback Products if conditions to retain arise.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF A-DEC AND ITS AFFILIATES AND SERVICE PROVIDERS AND ITS AND THEIR DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIMITED TO THE MARKET VALUE OF THE APPLICABLE BUYBACK PRODUCTS, AND A-DEC AND ITS AFFILIATES AND SERVICE PROVIDERS AND ITS AND THEIR DIRECTORS, OFFICERS, AND EMPLOYEES WILL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIM ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR DELAYS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, LOSS OF USE, DOWNTIME, PROPERTY DAMAGE, OR PERSONAL INJURY, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

THE BUYBACK PROGRAM IS PROVIDED ON AN AS-IS BASIS. ELIGIBLE USED PRODUCTS ACCEPTED UNDER THE BUYBACK PROGRAM MAY CHANGE WITHOUT PRIOR NOTICE AND THE PROGRAM MAY BE SUSPENDED AT ANY TIME WITHOUT PRIOR NOTICE. WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES ABOUT THE BUYBACK PROGRAM, EXPRESSED OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Miscellaneous

We reserve the right to change this Agreement without prior notice to you. An updated version of this Agreement will take effect when posted online and will apply to new Quotes going forward and to Quotes that you have not accepted and signed. Changes to this Agreement will not affect the value quoted in any Quote.

Personal information you submit to us is subject to our privacy policy: A-dec Privacy Policy.

To the full extent permitted under applicable law, this Agreement, your participation in the Buyback Program, and any disputes arising out of or in connection with the Agreement, your participation in the Buyback Program, and the Buyback Products (collectively, “Disputes”) will be governed by the laws of the State of Oregon, USA, excluding conflicts of law principles and excluding the Convention for the International Sale of Goods. The courts located in Multnomah County, Oregon, USA will have exclusive jurisdiction over any Disputes. Disputes must be resolved individually, without resort to any form of class action.

If any provision of this Agreement is found to be unlawful, void, or unenforceable, the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect.

A-dec will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing A-dec's obligations when and to the extent such failure or delay is caused by or results from any cause beyond A-dec's reasonable control.

A-dec and its service providers reserve the right to takes steps reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to cooperating with any legal process relating to your participation in the Buyback Program and/or the Buyback Products, and/or a third party claim that your product is unlawful and/or infringes or violates such third party's rights).

You agree that we will have the right without liability to you to disclose any data and/or information collected from you in connection with the Buyback Program to law enforcement authorities, government officials, and/or a third party as we believe is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or respond to allegations of counterfeit, lost, or stolen items.

Federal and State Agencies

If you are a state or federal office, agency, institution, bureau, or department that is statutorily prohibited from agreeing to certain contractual clauses, such as but not limited to indemnification, then such clauses will not apply to you. Further, the governing law for any Disputes will be the state or jurisdiction that you are statutorily subject to, and the courts located in the county or jurisdiction of your choice will have exclusive jurisdiction over any Disputes.

Definitions

“A-dec,” “us,” or “we” means A-dec, Inc.

“Agreement” means this Buyback Program Agreement.

“Buyback Products” means Eligible Used Products, including related items, accessories, adapters, etc., that you submit to us for consideration for buyback after you have accepted and signed a Quote.

“Buyback Program” means the A-dec program that entails A-dec buying Eligible Used Products from you.

“Effective Date” means the date stated in the Quote.

“Eligible Used Products” means as defined in the “Product Eligibility” section of this Agreement.

“Expiration Date” means 30 days from the date of the Quote.

“Final Expiration Date” means 30 days from the date of the Final Quote.

“Final Quote” means the final quote provided by A-dec to you that contains the final buyback value of the Buyback Products based on the information you provided and A-dec internal criteria (e.g., age, make, model, condition, accessories, adapters, etc.), which final value could be less than or equal to the value quoted in the Quote. A Final Quote could take the form of an email from A-dec to you.

“Proof of Purchase” means a document issued by an authorized A-dec dealer that proves you have purchased new A-dec products from the authorized A-dec dealer.

“Quote” means the quote provided by A-dec to you that contains the estimated buyback value, as applicable, of your Eligible Used Products based on the information you provided and A-dec internal criteria (e.g., age, make, model, condition, accessories, adapters, etc.).

“You” or “your” means the organization identified on the Quote.