Carestream Dental Technology TopCo
Equipment Terms and Conditions

1. Transaction. These Equipment specific terms and conditions constitute an agreement by which Carestream Dental Technology TopCo., or its subsidiaries or affiliates (“CSD”) shall sell, lease or otherwise transfer operations and/or ownership of one or more hardware pieces of equipment (“Equipment”) to Customer. Equipment might require installation by CSD certified technicians, as determined by CSD (“Installed Equipment”), or might not require installation, e.g. intraoral cameras and other smaller sensors (“Small Equipment”). Some Equipment may be sold with software (“Equipment Software”), which Carestream Dental shall license to Customer as detailed herein.

2. Equipment. Equipment will be transferred to the Customer by CSD as shown in the Order, whether by sale, lease, or other arrangement. If required, Equipment should only be used with most current Equipment Software. Any other use voids all warranties herein.

3. Fees and Payments. Unless otherwise provided in the Order, full payment is required prior to shipping.

4. Shipping. In line with the Incoterms mentioned in the order, we will deliver Equipment and other products to the delivery point specified in the Incoterms agreed to in writing prior to each delivery. We will select the timing and method of transportation and prepay the transportation charges including transit insurance, only if the Incoterms specify transportation as CSD’s responsibility. If applicable, we will invoice you for the transportation charges. Shipping and handling charges are subject to change. You will bear the risk of loss of, and damage to, the Equipment and other products, after delivery except that we will bear the risk of loss for damages incurred during shipping in accordance with Incoterms, provided that you report any such damage to us within five business days of delivery. Effective December 20th, 2021, incremental carrier surcharges where applicable will be included in the standard shipping and handling fees quoted and subsequently invoiced.

5. Returns. Product returns are not permitted, except for cases where the return has been authorized in writing by CSD. Under no circumstances will Carestream Dental accept any return of Installed Equipment more than 90 days after installation or any return of Small Equipment more than 90 days after shipping. Software license fees, training fees, shipping and handling fees, and other service fees are non-refundable. No returns will be accepted unless using the Carestream Dental approved return process, materials and accessories. If applicable, Carestream Dental may impose a restocking fee equal to 20% of the item purchase price on all returns and deduct that amount from the credit issued to the account. Consumable items, including sheaths, bite plates, bite sticks, chin rest, paddles, rinn kits, cables, holders and hubs, are not eligible for return.

6. License. If Equipment Software is delivered to Customer, CSD hereby grants Customer and Customer hereby accepts, a non-exclusive, non-sublicensable, non-assignable (except as described in Section 6(a) below) license under all property, intellectual property, and other rights of CSD to use only in connection with Customer’s dental practice and during the Term, the number of copies of the Equipment Software indicated in the Order or that CSD delivers to Customer at the site indicated on the Order, and to make one copy of the Equipment Software solely for backup and archival purposes (collectively, with all provisions of this Section 6, the “License”).

1. In the event that you sell the Equipment and License for the Equipment Software to a third party, effective upon notification to CSD and that third party’s agreement to the provisions of this Agreement, as evidenced by CSD’s receipt of your written certification that you have irrevocably destroyed all copies of the Equipment Software on your retained computer system(s) and by the execution of a License Transfer Agreement and payment of License Transfer Fee by the third party; the License will then need to be purchased by the new owner.
2. You shall not:
   1. use or copy the Equipment Software except as expressly permitted in this Agreement;
   2. translate, reverse engineer, decompile or disassemble, or assist any third party in translating, reverse engineering, decompiling, or disassembling, the Equipment Software;
   3. remove, obfuscate, alter, or destroy, or assist any third party in removing, obfuscating, altering, or destroying, any notice or legend of the Equipment Software pertaining to the ownership of the Equipment Software or intellectual property rights therein;
   4. rent, lease, or assign the Equipment Software or License except as described in or permitted by this Agreement;
   5. modify, or assist or allow a third party to modify, the Equipment Software;
   6. use the Equipment Software to operate a service bureau that provides services to non-patient, third parties; or
   7. retain any copies of the Equipment Software after you sell the Equipment and License for the Equipment Software to a third party.
3. The above restrictions shall survive termination of this Agreement. You obtain no rights in or to the Equipment Software other than the License granted in this Agreement and we reserve all rights not expressly granted herein. As between CSD and Customer, CSD retains title to and exclusive ownership of the Equipment Software and any copy, modification, adaptation, improvement, or derivative work related to it. If you make any modification, adaptation, improvement, or derivative work to/of the Equipment or Equipment Software, as the case may be, you hereby assign all rights to CSD for that modification, adaptation, improvement, or derivative work and you shall assist CSD in any efforts necessary to perfect and document such modification, adaptation, improvement, assignment, or derivative work.
4. Customer is responsible for installing all Updates, whether or not payment is required for such Updates or expenses are necessary to adapt Customer’s systems to such Updates; failure to do so waives all CSD liability and warranty obligations.

7. Third Party Software. Certain software delivered by CSD to you may comprise third party software (e.g., Microsoft Windows). Third party software is delivered to you “as is”, and no representations and warranties are made by CSD with respect thereto. Your right to use third party software, all warranties regarding third party software, and all other terms and conditions relating to third party software will be governed by the separate agreements included with such third-party software.

8. Relocation or Multiple Locations. Customer may relocate the Equipment Software to another site but only with our prior written consent; provided that all of the Equipment Software, and all copies of it located at the old site are irrevocably destroyed and moved to the new site. Any relocation, installation, and other labor performed by CSD with reference to such relocation will be billed to Customer at our then-current rates. Fees and charges indicated in the quote include only the base license. If the system is to be used in multiple locations, additional license fees may be due. License fees are not transferable. Should any location(s), including the main office of your practice, be sold or otherwise transferred to a party other than the named Customer in this Agreement, or should the Customer's entity (i.e., partnership, corporation, etc.) be dissolved, transfer fees and/or additional license fees may be due. With the exception of Equipment Software, all Equipment relocation must be completed by CSD certified technicians. During the relocation period, the Warranty period shall not apply. Upon recertification by CSD approved technicians, the Warranty period will resume.

9. Term and Termination.

1. Term. Equipment sales are effective on the Effective Date. Licenses to Equipment Software commence on the Effective Date.
2. Termination for Cause. If either party fails to perform any material obligation under this Agreement, then the non-defaulting party may give written notice to the defaulting party specifying the material breach. If the material breach is not corrected within 30 days after the date of such notice, then the non-defaulting party may terminate this Agreement upon written notice to the defaulting party. The right of the non-defaulting party to terminate this Agreement is in addition to all other rights that are available to it.
3. Effect of Termination. Upon any termination or expiration, you will pay us all amounts you owe to us under this Agreement through the date of termination or expiration. You will retain any Equipment, laptops, other equipment or software licenses for which we have been fully paid; you will return any Equipment, laptops or other equipment, and irrevocably delete and cease using any software with certification to that effect to us, that has been leased, rented or not fully paid for, within five (5) days of termination.

10. Warranty, Remedies, and Limitations.

Warranty. For the warranty period applicable to each Equipment and Equipment Software as indicated below (the “Initial Warranty Period”), which may be extended by the purchase of extended warranties or additional Support Services, (collectively the “Service Period”), we warrant the Software media and Equipment to be free from defects in material or workmanship under normal use and service, and warrant the Equipment Software to perform substantially in accordance with its documentation, provided i) that you adhere to the provisions of this Agreement, and ii) that Equipment Software is warranted ONLY when installed by a qualified person on a computer system that meets the specified hardware and software configuration described in the software documentation (all of the foregoing is our “Warranty Support”). You are solely responsible for the use of the Equipment and Equipment Software, and for the accuracy and adequacy of data entry. You have full responsibility for the care and well-being of your Patients, and any reliance by you upon the Equipment, Equipment Software, laptops and other software does not diminish that responsibility. THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES OFFERED AND ARE IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, WHICH ARE HEREBY EXCLUDED IF SUCH EXCLUSION IS PERMITTED UNDER APPLICABLE LAW OR REGULATION. Except as set forth herein, these warranties are made only to the original purchaser/licensee of the Equipment, Equipment Software, laptops and other software and are not transferable. Warranties are effective upon delivery or implementation/installation, whichever is later, but in no event later than six months after initial delivery.

1. Computer
   1. If you purchase any of the following products, you may receive a workstation, or a computer included with your purchase:
      1. CS 8200 3D Family;
      2. CS 9600 Family.
   2. Terms and conditions related to the workstations or computers:
      1. The computers/workstations are not covered by any Carestream Dental warranties described herein;
         Computers/workstations are covered by that manufacturer’s standard limited onsite warranty;
      2. For further information please refer to that manufacturer’s T&Cs.
2. Remedies. In the event of a material breach of the warranties described in Section 10. during the Service Period as defined above, we will correct the material breach in accordance with the applicable plan if you notify us of the material breach during the Service Period. In the event of a material breach of all other warranties and if you notify us of the material breach during the Service Period, then we will repair or replace the Equipment or software where cure of the material breach is possible through repair, replacement or re-performance. If repair, replacement, or re-performance is not possible or you are outside of your Service Period, then subject to other sections of this Agreement, we shall be liable only for direct damages, further subject to the maximum liability provided herein. This section provides your exclusive remedy for any cause against us, regardless of the form of action, whether based in contract, tort (including negligence), strict liability or any other theory of law. The parties to this Agreement have each agreed to the fees and entered into this Agreement in reliance upon the remedies, warranties, limitations and disclaimers set forth in this Agreement, and the same form an essential basis of the bargain between the parties.
3. Warranty Support requirements.
   1. Point of Contact. You will appoint one of your adequately trained employees (“Point of Contact”) to qualify all support requests and serve as the primary point of contact with us. This employee will be responsible for contacting us for Warranty Support. You will appoint a second similarly qualified employee as a backup.
   2. Site Access. You will grant us reasonable access to your premises during your normal working hours to perform our obligations under this Agreement.
   3. Remote Access. You will provide us with remote access to the supported Equipment and/or Equipment Software for purposes of performing support services. You will provide and maintain at your expense the necessary network and equipment to permit such access (e.g., broadband or telephone line). It is your responsibility to keep proper backups of your data and program files, and you will be solely responsible for such backups. If permission of any other party (e.g., your landlord or network service provider) is needed for us to use remote access, you are responsible for obtaining such permission.
4. Warranty Support for Equipment Software
   1. Support. We will provide support to your Point of Contact to enable reporting of software errors (i.e., a material failure of the Equipment Software to conform to its documentation) and to seek assistance regarding those software errors during the Service Period. Telephone support does not include telephone training of your personnel. Support will be available during normal business hours via various methods and at other times as published by us from time to time.
   2. Software Error Correction. We may use reasonable efforts to correct software errors reported to us during the Service Period. Within a reasonable period of time after verifying that a software error is present, if feasible, we will initiate work in a diligent manner toward development of a software error correction.
   3. Updates. During the Service Period, we may make available to you at no charge modifications or enhancements to the Equipment Software (such modifications and enhancements are “Updates”). If you are outside the Service Period, such Updates may require a fee. Other enhancements to the Equipment Software that are separately marketed by us may be subject to additional charges. Updates may require the purchase or licensing of additional hardware and/or software at your expense. If we notify you that Updates are mandatory, you agree to install such Updates, along with any required hardware or software, in a timely manner and remain fully responsible for any failure to do so. We make no warranties or representations regarding the frequency of Updates or the extent to which Updates are made available at all. If we have provided software customization services, then the customized software may not be updated, and we do not warrant the compatibility of any software customizations with any Updates.
   4. Limitations & Exclusions. We will not be responsible for providing software Warranty Support relating to the following:
      1. Software (or third-party software) errors that result from your improper handling or use of the Equipment Software, including installation on a system that does not meet the system requirements we provide to you in our documentation;
      2. Software (or third-party software) errors for which we have provided corrections, or a workaround not implemented by you within a reasonable time;
      3. Software (or third-party software) errors caused by changes, alterations or revisions made by you or on your behalf without our approval or oversight;
      4. Problems caused by your data, network, database, operational or other environmental factors not within our control and;
      5. Problems caused by your data backup procedures, third party databases, or customizations to the Equipment Software (or third-party software).
   5. Assistance. If we assist you, at your request, with the correction of any problem not covered by these Warranty Support, then you agree to reimburse us for all reasonable expenses incurred and time spent in diagnosing problems not caused by us, repairing any of your alterations or revisions to the Equipment Software and correcting Equipment Software errors or other defects resulting from the occurrence of one or more of the events described in items (1) through (5) above. Such services will be invoiced to you at our then-current time and materials rates.
   6. Support for Third-Party Software. We will not provide, and Warranty Support does not include support for any third-party hardware or software unless it is listed on this Agreement. Such additional Warranty Support will be offered only to the extent necessary to operate the Equipment Software at our sole discretion.
5. Warranty Support for Equipment
   1. Limitations and Conditions on Equipment Support Services.
      1. General. We are not responsible to repair conditions to the extent caused by: (i) misuse, abuse, neglect (including dropping, as indicated by CSD equipment logs), or Force Majeure; (ii) installation, modification, alteration, or repair other than by us or a technician certified by us; or (iii) other circumstances affecting the Equipment beyond our reasonable control. In our sole discretion, we may use a combination of identical or equivalent product(s) or part(s), which may be new, repaired or factory refurbished. Time expended by us for providing Warranty Support shall not interrupt or prolong the term of the Service Period. Unless otherwise provided herein, we will pay all standard shipping costs associated with the provision of Warranty Support or any replacement parts.
      2. Return of Defective Parts. If we ship replacement parts or components, if applicable in the region, then we may provide a return shipping label required to return your defective Equipment or part thereof. You will then have 14 days from delivery of the replacement to return the defective Equipment or part using the shipping label provided. If the defective Equipment or part is not returned within 14 days, then you will be charged and agree to pay the full replacement cost of the replacement product shipped to you.
   2. RVG Sensor Products. If a defect in materials or workmanship occurs in an RVG Sensor under normal use and service and is under Warranty Support, then we will replace that RVG Sensor (i) at no cost during the 24 months after the delivery date (the "100% Warranty Period"); and (ii) at CSD’s current cost during the period beginning on the first day following the end of the 100% Warranty Period and ending on the third anniversary of the delivery date.
   3. Extraoral Digital Imaging Systems. If a defect in materials or workmanship occurs in an Extraoral Digital Imaging System under normal use and service during the Warranty Period, we will then, either directly or through independent technicians certified by us, and at no cost to you; (i) initiate repairs following our receipt of the service request whenever commercially reasonable and possible; and (ii) replace any malfunctioning parts.
   4. Intraoral Products. If a defect in materials or workmanship occurs in an Intraoral Product or any of its components (excluding batteries and the SD card, where applicable, which are not covered by this warranty) under normal use and service during the Warranty Period, we will repair or replace that Intraoral Productor component at no cost.

11. Master Terms and Conditions. These Equipment specific terms and conditions incorporate by reference the terms and conditions of the Master Terms and Conditions (the “Master Terms”) and your Order. All capitalized terms used and not otherwise defined in these Equipment specific terms and conditions shall have the meanings set forth in the Master Terms. In the event of a conflict between the Master Terms and these Equipment specific terms and conditions, these Equipment specific terms and conditions shall control. In the event of a conflict between an Order and these Equipment specific terms and conditions, the Order shall control.

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