Planmeca Protection Program Subscription Program Terms
This Planmeca Protection Program (“Agreement”) is entered into as of the Effective Date by and between Planmeca U.S.A. Inc. (“Planmeca”) and Customer.
1. Definitions: As used in this Agreement, the following terms shall have the following meanings:
1.1 “Planmeca Protection Program” or “Program” means the support and maintenance membership programs as described in Section 2, below, relating to certain Equipment purchased by Customer from a Dealer and installed and used at Customer’s Address above. Note: a separate Agreement and Program designation will be required for each separate Address in which the Equipment is used by Customer.
1.2 “Customer” means the individual doctor or dental practice whose name appears above under the heading Customer Information.
1.3 “Dealer” means the authorized Planmeca dealer whose name appears above, or any other authorized Planmeca dealer designated by Planmeca to service this Agreement from time to time during the Term.
1.4 “Effective Date” means the later of the date this Agreement is signed by Customer or Planmeca, as indicated below.
1.5 “Equipment” means the Planmeca CAD/CAM restorative dental system units/equipment and related parts/products purchased by Customer from a Dealer and installed/used at the Address above. The Equipment includes but is not limited to intraoral dental scanners and dental milling machines.
1.6 “Address” means the Customer’s office location identified above where patients are treated for dental care with the Equipment.
1.7 “Scheduled Maintenance” means the following types of maintenance work relating to the applicable Equipment: (i) intraoral scanner exterior examination for ordinary wear and tear (including covers, exterior surfaces, camera, cabling), service or replacement of parts (including cooling filter and heater shimming) and calibration or adjustment of the PC parts, camera system, software settings, heater and transmitter; and (ii) milling unit exterior examination for ordinary wear and tear (including covers, exterior surfaces, cabling, chamber parts and tank), internal examination for ordinary wear and tear (including water/air systems, gearing, sensor, and harnesses), service or replacement of parts (including water system flush) and calibration and adjustment of milling parts, water/air systems, scanner (if applicable), sensors, switches and transmitter. Scheduled maintenance excludes certain components (suction filters, splash guard assembly) that are subject to irregular replacement timing.
1.8 “Software Update” means that certain Planmeca software provided and licensed to Customer by Planmeca in connection with the Equipment which constitutes an improvement to the existing software used or embedded within the Equipment. A Software Update may include minor changes to the operating system or change the means of creating existing clinical indications.
1.9 “Software Upgrade” means that certain Planmeca software provided and licensed to Customer by Planmeca in connection with the Equipment which constitutes a new version of the software. A Software Upgrade typically adds new clinical indications (e.g., implants or bridges) or a new operating system that fundamentally alters the interface between the user and the Equipment.
1.10 “Legacy” refers to parts/products previously manufactured or distributed by Planmeca, but no longer currently available for sale.
1.11 “Term” means the period beginning on the Effective Date and ending on the seventh (7th) anniversary of the Warranty Start Date, or as earlier terminated as provided herein.
1.12 “Warranty” means Planmeca’s standard warranty for the Equipment as of the date of Customer’s purchase of such Equipment.
1.13 “Warranty Start Date” means the earlier of (i) the original date of installation of the Equipment at the Address; or (ii) six (6) months from the date of shipment of the Equipment to the Dealer or Customer, as applicable.
2. Services and Benefits applicable to all Programs: Customer may receive the following under this Agreement dependent on the Program selected (see selection grid):
2.1 Scheduled Maintenance. The Dealer shall provide Customer with one annual occurrence of Scheduled Maintenance on Customer’s Equipment at the Address. Such Scheduled Maintenance shall include parts and labor necessary to ensure the Equipment is operational. Customer agrees to allow the Dealer access to Customer’s premises during normal business hours upon reasonable notice to perform this Scheduled Maintenance.
2.2 Replacement Parts – Accidental Breakage. Although accidental breakage of parts is not covered under Planmeca’s standard warranty, under this Program the Customer may purchase replacement parts from the Dealer at a discounted rate equal to fifty percent (50%) of Planmeca’s suggested retail price for such parts. This excludes all maintenance items, wear and tear items, disposable items, and damage caused by intentional misuse, fire, flood, or other acts of God.
2.3 Extended Warranty. If the customer makes monthly payments without any lapses, warranty benefits will extend for a maximum period of seven (7) years after the Warranty Start Date.
(a) All Software Updates issued by Planmeca, including Romexis.
(b) All Software Upgrades issued by Planmeca, including Romexis.
(c) All labor for Warranty service where applicable (see chart below).
3. Standard Warranty and Six Available Planmeca Protection Program Options:
The customer must choose the “Standard Warranty” option or one of the Protection Program options below:
4. BY CHECKING THE OPTION “Standard Warranty”, CUSTOMER ACKNOWLEDGES THAT HE/SHE/IT HAS READ THIS AGREEMENT AND ELECTS NOT TO JOIN THE PLANMECA PROTECTION PROGRAM AT THIS TIME. CUSTOMER FURTHER UNDERSTANDS THAT IF CUSTOMER ELECTS TO JOIN THE “PLUS ONE SCAN” PROTECTION PROGRAM OPTION AT A LATER DATE, HE/SHE/IT WILL BE RESPONSIBLE FOR PAYING A $1,999.00 SERVICE FEE TO START OR RESTART COVERAGE, OR MONTHLY APPLICABLE CHARGES DATING BACK TO THE ORIGINAL DATE OF INSTALLATION OF THE EQUIPMENT, WHICHEVER IS GREATER. CUSTOMER FURTHER UNDERSTANDS THAT IF HE/SHE/IT ELECTS TO JOIN THE “STANDARD PLUS”, “PLUS ONE MILL”, OR “ULTIMATE” PROTECTION PROGRAM OPTIONS AT A LATER DATE, HE/SHE/IT WILL BE RESPONSIBLE FOR PAYING A $2,999.00 SERVICE FEE TO START OR RESTART COVERAGE, OR MONTHLY APPLICABLE CHARGES DATING BACK TO THE ORIGINAL DATE OF INSTALLATION OF THE EQUIPMENT, WHICHEVER IS GREATER.
5. Payment. The Monthly Payment Amount shall be paid by Customer each month during the Term. Planmeca Protection Program payments begin the month following product installation, as additional benefits are provided to the customer during their first year (see chart above.) Such Monthly Payment Amount shall be billed to Customer’s credit card via Planmeca’s online shop. Customer’s benefits described in this Agreement will be suspended and no benefits will be provided if Customer is at any time in breach of its obligation to pay the Monthly Payment Amount. ALL PAYMENT AMOUNTS ARE IN US DOLLARS.
6. Price Increases for the Program: Planmeca retains the right to increase pricing on an annual basis to cover cost increases, limited to a maximum of 3% increase per year, prorated for monthly payments. This does not apply to pre-purchases pursuant to section 7 below.
7. Payment via Dealer: Options are available for Customer to pre-purchase 1-year increments of the Planmeca Protection Program through their authorized dealer. These pre-paid year(s) of coverage offer the same benefits provided to the Customer as the monthly payments. If a Customer chooses to pre-pay for any period of the program, the payment is non-refundable, and the Customer will not be permitted to switch to a different dealer for support unless they enter into a new program with a new agreement.
7.1 If a payment has been made to the dealer for pre-purchase, please note invoice #:________________
8. Labor Cost Exception: Labor costs are included with this program, with the exception of remote office locations. At the dealer’s discretion, there can be additional labor costs, general travel costs, airfare, and hotel accommodations that are not included in this program. Dealer will advise if the Customer falls into this category and provide details for the individual circumstances of any additional costs.
9. Acknowledgement. Customer acknowledges that to the extent Customer and Customer’s Equipment installed at the applicable Address have not been continuously enrolled in the Program since the date Customer first purchased such Equipment, Customer may either enroll (if for the first time) or re-enroll (if Customer was previously enrolled in the Program) by submitting to Planmeca (a) this Agreement as written notice of Customer’s desire to join/rejoin (as applicable) the Program AND (b) payment of an amount equal to the Monthly Payment Amount multiplied by the number of months that elapsed between the date of Customer’s purchase (if enrolling for the first time) or cancellation (if rejoining) and the effective date of any enrollment/re-enrollment. Any parts/products or services purchased by Customer for Equipment during the period when such Equipment was not covered by the Program will NOT be refunded or credited back to Customer upon any subsequent enrollment or re-enrollment of the Equipment in the Program, including any parts/products or services that would have otherwise been provided at no cost to Customer had the Equipment been covered by the Program.
10. Termination. Customer may terminate this Agreement at any time by providing written notice to Planmeca (in accordance with the notice requirements within this Agreement) of Customer’s desire to terminate at the following address:
Planmeca U.S.A. Inc
2600 Forbs Avenue
Hoffman Estates, IL 60192
Attn: Customer Service
or via email to CustomerService@planmecausa.com
Planmeca reserves the right to terminate this Agreement upon 180 days advance notification in writing to Customer at the Address set forth under the heading Customer Information. Planmeca cannot be held responsible for lost mail. In the event of such a termination, Planmeca shall provide a prorated refund of any prepaid Program services. Customer will no longer be entitled to the maintenance, support and other services and benefits described herein.
In the event Customer desires to change Program support from the existing Dealer to a different authorized Planmeca dealer, Customer must contact Planmeca to request such change. If Planmeca, in its sole discretion, approves such request, Customer shall be required to remit a one-time fee of $499.00 for execution of such change.
11. Incorporation of Standard Conditions. Other than the discount offered for accidental breakage in Section 2.2 above, this Program incorporates all warranty limitations and exclusions contained in Planmeca’s standard warranty, including but not limited to intentional misuse, consumables, acts of God and the like. Further, if additional computer hardware is required for any Software Update or Software Upgrade, Customer is responsible for obtaining such computer hardware at Customer’s cost.
12. Limitation of Warranty. EXCEPT AS SET FORTH IN THE WARRANTY, PLANMECA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EQUIPMENT, THE SERVICES PROVIDED OR ANY SOFTWARE UPDATE OR SOFTWARE UPGRADE.
13. Planmeca’s Limitation of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE WARRANTY, PLANMECA SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR LOSS OF PROFIT, WHETHER CAUSED BY OR ARISING FROM THE FAILURE TO PERFORM OF THE EQUIPMENT OR ANY SOFTWARE UPDATE OR SOFTWARE UPGRADE, AND WHETHER DUE TO ALLEGED DEFECTS IN THE DESIGN OR MANUFACTURE OF THE EQUIPMENT OR SOFTWARE, OR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.
14. Taxes and Other Charges. Customer shall pay when due, and defend and indemnify Planmeca against liability for, all fees, charges, assessments and taxes of any kind now or hereafter imposed by any governmental entity upon this Agreement or on the services or parts/products provided under this Agreement.
15. Default and Remedies. If Customer fails to perform or observe any term or condition of this Agreement, including but not limited to fails to remit any payment due pursuant to this Agreement, which such failure continues for ten (10) business days after notice thereof is given to Customer to cure the default, then Planmeca may, in addition to any other rights it has under the law or in equity, immediately terminate this Agreement and Planmeca’s obligations hereunder. Further, Customer agrees to pay all reasonable attorneys’ fees, court costs and other expenses incurred by Planmeca arising out of any default or the exercise of any remedies hereunder. To the extent permitted by law, Customer expressly waives notice of any of the events of default or foregoing remedies. No express or implied waiver of any default shall constitute a waiver of any of Planmeca’s other rights.
16. Good Standing with Dealer: Customer must remain in good standing with the authorized dealer that is providing labor, maintenance, and other service related to the Planmeca Protection Program. Dealer has the right to refuse services to Customer in default on payments to the Dealer. In such cases, Planmeca will attempt to arrange for another dealer to provide service, and Customer shall be required to remit a one-time fee of $499.00 for execution of such change.
17.1 Customer acknowledges that no representative, dealer, employee, or agent of Planmeca has any authority to vary the terms of this Agreement.
17.2 This Agreement shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement. Any prior understanding, agreements, negotiations, representations, advertisements of any kind preceding this Agreement and not contained herein are hereby discharged and shall not be binding upon either party.
17.3 In the event a court of competent jurisdiction shall find any provision or section of this Agreement to be unenforceable, the remainder of the Agreement shall not be rendered either void or voidable but shall continue in full force and effect and shall continue to be binding on the parties hereto.
17.4 This Agreement shall be enforced in accordance with, governed by and construed under the laws of the State of Illinois without regard to or application of choice of law principles. All amendments and waivers shall be written and signed by Customer and Planmeca. Any notices required hereunder shall be in writing and sent by certified mail postage prepaid to the Address of the party stated above or such other address as a party may designate by written notice and shall be effective when mailed or emailed. This Agreement is assignable by Planmeca without notice to Customer. CUSTOMER MAY NOT TRANSFER OR ASSIGN THIS AGREEMENT OR ITS RIGHTS OR OBLIGATIONS HEREUNDER (WHETHER BY OPERATION OF LAW OR OTHERWISE). If more than one individual signs this Agreement as Customer, their obligations shall be joint and several.