Intraoral Scanner Offer Terms

Background

A. NovaDent Labs operates a dental laboratory in Australia.
B. The Dentist wishes to use an intraoral scanner and associated equipment to support digital workflows.
C. NovaDent Labs agrees to supply the Equipment at no upfront cost, in consideration of the Dentist committing to ongoing laboratory work with NovaDent Labs.

Definitions

Agreement means this agreement.
Equipment means the intraoral scanner, laptop, accessories, software access, and any replacement equipment supplied by NovaDent Labs.
Minimum Laboratory Commitment means laboratory orders placed with NovaDent Labs with a total invoiced value of AUD $18,000 (ex GST) per term.
Term means each 12-month period commencing on the Start Date.
Start Date means:
Equipment Value AUD $18,000 representing the agreed commercial value of the Equipment at commencement.

Supply of Equipment

3.1 NovaDent Labs will supply the Equipment at no upfront cost – scanner and compatible laptop
3.2 The Equipment remains the sole property of NovaDent Labs at all times.
3.3 The Dentist must not sell, lease, transfer, or allow third-party use of the Equipment without written consent.
3.4 The Equipment is provided to support the Dentist’s clinical work and laboratory relationship with NovaDent Labs.

Laboratory Commitment

4.1 For the purposes of calculating the Minimum Laboratory Commitment, all invoices issued by the Supplier for laboratory services during the relevant Term shall be included, excluding only invoices genuinely disputed in good faith. records shall constitute prima facie evidence of the amount of laboratory services supplied.
4.2 The parties acknowledge this commitment is fundamental to the commercial basis of this Agreement.
4.3 NovaDent Labs will provide reasonable reporting upon request to track progress toward the commitment.

Term and Renewal

5.1 This Agreement commences on the Start Date and continues for an initial 12-month Term.
5.2 The Supplier may provide written notice to the Dentist no less than 45 days prior to the expiry of the current Term reminding the Dentist of the upcoming renewal date
5.3 The Minimum Laboratory Commitment applies separately to each Term.

Shortfall and Make-Good

6.1 If the Dentist does not meet the Minimum Laboratory Commitment in any Term, the Dentist must, within 14 days of notice, either:
(a) Pay the shortfall amount (being the difference between actual spend and the Minimum Laboratory Commitment); or
(b) At NovaDent Labs option, return the Equipment in accordance with this Agreement.

Early Termination / Buyout

7.1 If the Dentist terminates this Agreement or ceases using NovaDent Labs before the end of a Term, the Dentist must:
(a) Return the Equipment; and
(b) Pay either:
(i) Any outstanding shortfall for the current Term; and/or
(ii) A buyout amount, calculated as the Equipment Value less a straight-line depreciation of time the equipment has been in the Dr. For the purposes of clause 7.1(b)(ii), depreciation shall be calculated on a straight-line basis over 36 months commencing from the Start Date.”
7.2 The parties acknowledge that the Supplier has incurred substantial upfront costs in supplying the Equipment and that the remedies under clauses 6 and 7 represent a genuine and reasonable commercial allocation of risk and compensation for losses likely to be suffered by the Supplier.

Use and Care of Equipment

8.1 The Dentist must use the Equipment for lawful dental practice purposes only.
8.2 The Dentist must take reasonable care and keep the Equipment in good working condition.
8.3 The Dentist must not modify or attempt unauthorised repairs.
8.4 The Dentist must promptly notify NovaDent Labs of any fault, damage, or loss.

Damage, Loss and Replacement

9.1 Risk in the Equipment passes to the Dentist upon delivery, and the Dentist shall be responsible for any loss, theft or damage to the Equipment other than damage caused solely by manufacturer defect or the Supplier’s negligence.
9.2 If failure occurs due to normal use or manufacturer fault, NovaDent Labs will repair or replace at its discretion.

Risk and Insurance

10.1 Risk in the Equipment passes to the Dentist upon delivery, and the Dentist shall be responsible for any loss, theft or damage to the Equipment other than damage caused solely by manufacturer defect or the Supplier’s negligence.
10.2 The Dentist must take reasonable steps to protect the Equipment.
10.3 The Dentist must maintain appropriate insurance covering the Equipment against loss, theft and accidental damage for the duration of the Term and provide evidence of such insurance upon request.

Return of Equipment

11.1 The Dentist must return the Equipment if:
(a) this Agreement ends;
(b) the Minimum Laboratory Commitment is not met and NovaDent Labs elect’s return;
(c) early termination occurs;
(d) insolvency or cessation of business occurs; or
(e) material breach is not remedied within 10 business days.
11.2 If Equipment is not returned:
(a) NovaDent Labs may recover it by lawful means; and
(b) the parties acknowledge that the holding fee represents a reasonable pre estimate of the administrative, commercial and opportunity losses likely to be suffered by the Supplier arising from delayed return of the Equipment.

Service Commitment (Commercial Balance Clause)

12.1 NovaDent Labs agrees to provide laboratory services:
With reasonable skill and care
Within standard turnaround times
With industry-standard quality
12.2 This clause reflects the collaborative nature of the partnership.

PPSA

13.1 The Dentist acknowledges NovaDent Labs retains ownership.
13.2 The Dentist consents to registration on the PPSR.
13.3 The Dentist must assist in protecting NovaDent Labs interest.
13.4 The Dentist must promptly execute all documents and do all things reasonably required by the Supplier to register, maintain, perfect or enforce its security interest.
13.5 To the extent permitted by law, the Dentist waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 135 of the PPSA.

Limitation of Liability

14.1 To the maximum extent permitted by law, the Supplier shall not be liable for any indirect, consequential or economic loss, including loss of profits, loss of business opportunity or loss of goodwill arising from this Agreement.

Dispute Resolution

15.1 In the event of any dispute arising under this Agreement, the parties must first attempt to resolve the dispute through good faith negotiations before commencing court proceedings, except where urgent interlocutory relief is sought.

Governing Law

16.1 This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

GST

Standard GST clause.

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