1. Acceptance and Scope
These Terms and Conditions (“Terms”) govern all business transactions, services, and website use between Chameleon Digital Dental Lab (“Chameleon,” “we,” “our,” or “us”) and you, the client or user (“you,” “your,” or “Customer”). By using our website, submitting a case, or engaging our services, you agree to be bound by these Terms.
These Terms apply to all dental laboratory services, products, digital workflows, surgical guide services, and online interactions provided by Chameleon.
Any conflicting terms proposed by the Customer are expressly rejected unless agreed to in writing by Chameleon.
Our acceptance of a case, order, or digital file does not waive these Terms.
2. Services and Orders
- All orders must be accompanied by complete, accurate information, including prescriptions, scans, models, or digital design files as applicable.
- Chameleon reserves the right to refuse or delay work that lacks adequate information, has design conflicts, or appears nonviable.
- Quotes are valid for 30 days unless otherwise stated.
- Turnaround times are estimates only and may vary depending on case complexity, communication, or material availability.
03. Delivery
04. Specifications & performance
Descriptions, specifications, drawings, and similar documentation relating to the Goods sold by or on Seller's behalf ARE NOT WARRANTED, AND SELLER IS NOT BOUND THEREBY, UNLESS EXPRESSLY SO CONFIRMED BY SELLER IN WRITING. IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR PERFORMANCE DATA OR STANDARDS RELATING TO GOODS SOLD HEREUNDER, WHETHER SUCH DATA OR STANDARDS ARE SUPPLIED BY SUBCONTRACTORS OR PERSONS OTHER THAN SELLER. If the Goods sold are to be subject to acceptance tests before shipment, the terms of such tests must be approved by Seller in writing prior to acceptance by Customer of this counter-offer. Tolerances relating to the Goods are based on the Seller's assumption that all material used in connection with the manufacture of the Goods was properly processed through previous operations, and that locating surfaces will permit the quoted tolerances within the applicable production rate estimated by Seller.
05. Terms of payment
If any payment is not made on or before the due date thereof, the unpaid balance thereof shall bear interest at the rate of eighteen percent (18%) per annum. Customer agrees to pay Seller all of its fees and expenses incurred by it for the purpose of collecting all payments due Seller, or in recovering possession of the Goods, including without limitation attorneys' fees and expenses. If any shipment is delayed by reason of the act of Customer, or delayed by Seller because Customer's account is in arrears, all payments and other indebtedness then owed by Customer to Seller shall become due on the date that Seller is prepared to make shipment of the Goods. All Goods held by Seller for Customer shall be at the risk and expense of Customer. Seller may decline to deliver except for cash or stop Goods in transit, if reason to question Customer's financial responsibility develops. Invoice terms will be subject to such change as Seller may impose because of Customer’s financial or credit conditions existing at time of proposed shipment.
06. Cancellation
Acceptance of the counter-offer shall be an irrevocable sale and is non-cancelable. Any cancellation must be accepted by Seller in writing, and Seller shall have the right to retain all amounts paid to it by Customer as a nonrefundable deposit against payment of the purchase price therefore without further liability of Seller to Customer. Customer will be responsible for all costs, fees and expenses, including without limitation attorneys' fees and expenses, incurred by Seller as a result of the cancellation of this agreement. Seller shall have the absolute right to cancel this agreement upon breach thereof by the Customer, failure by the Customer to make any payment required by this agreement, or the insolvency or bankruptcy of the Customer.
07. Non-waiver
In the event of any breach of this agreement by Customer, Seller may decline to perform further services or make further shipments of Goods without affecting its rights arising hereunder including these terms and conditions. If Seller elects to continue to perform services or make shipment of Goods to Customer, such action shall not constitute a waiver by Seller of any of its rights or remedies hereunder.
08. Assignability
The terms and conditions of this agreement shall be binding upon and inure to the benefit of the successors and assigns of Seller and Customer, and may be assigned to any successor organization or affiliate or related entity of Seller without the written consent of Customer, but shall not be assignable by Customer without prior written consent of Seller.
09. Risk of Loss
Seller shall bear the risk of loss of or damage to the Goods until delivery to Customer at the F.O.B. point of shipment. Any loss or damage subsequent to such delivery shall be at the sole risk of Customer.
10. Acceptance of Goods
Customer shall have seven (7) calendar days to inspect the Goods one Goods arrive at Customer’s facility (“Inspection period”). If the Customer does not notify Seller in writing that Goods are defective of damaged, then Seller sall be deemed to have accepted Goods and waives all right to contest, set-off, or refuse payment for Goods.
11. Surgical Guides
- LIMITED EXPRESS SERVICE AND PARTS WARRANTY: Seller warrants that any Goods provided or services performed pursuant to this agreement, whether provided on a fixed cost or time and material basis, will be performed in accordance with generally accepted industry practices to the extent such services are approved by Seller in writing prior to acceptance by Customer of this counter-offer.
- DISCLAIMER OF WARRANTIES: THE WARRANTIES PROVIDED HEREIN PARAGRAPH 14(A) ARE THE EXCLUSIVE WARRANTIES MADE BY SELLER TO CUSTOMER. ALL OTHER EXPRESS OR IMPLIED WARRANTIES, UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE OR WARRANTY OF MERCHANTABLITY, ARE DISCLAIMED BY SELLER AND WAIVED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT THE DESCRIPTION OF THE GOODS OR SERVICES STATED IN ANY PURCHASE ORDER, QUOTATION OR INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THE GOODS OR SERVICES.
- EXCLUSIVE REMEDY: As more specifically provided hereafter, Customer's exclusive remedy for any Seller's liability arising under or related to this agreement shall be limited solely to repair, replacement, issuance of credit, or refund of purchase price upon return of Goods to Seller at Customer's expense, which remedy shall be at Seller's option. Seller has no responsibility for reimbursing Customer for any repair or replacement costs incurred in connection with the Goods or services, without Seller having given prior written authorization for such costs. Provided (a) Seller has received written notice from Customer of any alleged defect in, or malfunction of, the Goods or services within that period of time as indicated on the quotation, and (b) such notice is received by Seller within ten (10) days after Customer becomes aware of any such alleged defect or malfunction, Seller, at its option will:
Without charge, and within a reasonable period of time after receipt of such written notice, inspect such Goods. If Seller, in its sole judgment, determines that such alleged defect or malfunction was caused by misuse, neglect, improper installation, repair, failure to maintain or handle with care, alteration or accident with respect to the Goods, Seller will have no obligation to Customer hereunder.
If after Seller inspects the Goods, Seller determines that the Goods are covered by the warranty granted hereunder; it will at its expense, perform the required services and/or obtain and install the required replacement parts to correct such defect or malfunction, if originally installed by Seller. Otherwise, Seller shall perform the required services and install the required replacement parts to correct such defect or malfunction, but Customer shall be responsible for any costs of removal, shipping, and installation of the defective product(s) covered under this warranty. This warranty is applicable only to the original Customer and not to any subsequent user, and is not assignable. - EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH, IN NO EVENT WILL SELLER BE LIABLE TO CUSTOMER UNDER ANY THEORY OF RECOVERY (WHETHER BASED ON NEGLIGENCE OF ANY KIND, CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT) FOR ANY DAMAGES, INCLUDING FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, IN ANY WAY RELATED TO, ARISING FROM, OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT OR ANY USE MADE OF SERVICES PERFORMED OR GOODS SOLD. NO OBLIGATION OR LIABILITY OF SELLER SHALL ARISE OUT OF SELLER'S RENDERING OF TECHNICAL ASSISTANCE OR SERVICE IN CONNECTION WITH THIS AGREEMENT.
- Any action arising under or related to this agreement must be commenced within six (6) months from the time the cause of action accrues unless the period for the limitation on action shall be extended by the Seller in writing. In the interpretation of this limitation on action it is expressly agreed that there are no warranties of future performance that would extend the period for the limitation on action herein contained for bringing any action.
12. Indemnification
Customer hereby agrees to hold harmless, protect, defend and indemnify, and hereby releases, Seller and its trustees, officers, directors, shareholders, employees, contractors, agents, subsidiaries, related entities, and affiliates, and its and their respective successors, trustees, and assigns from and against any and all claims, demands, causes of action, suits, sums paid in settlement of any of the foregoing, judgments, losses, damages, injuries, liabilities, penalties, enforcement actions, fines, taxes, liens, encumbrances, costs or expenses (including, without limitation, attorneys' fees, litigation, arbitration and/or administrative proceeding costs, expert and consultant fees and laboratory costs), whether direct or indirect, known or unknown, arising out of, connected with or incidental to Customer's use of the Goods or services, and/or Customer's breach of this agreement.
13. Customer's Maintenance Responsibilities
Except for Seller's express obligations herein, Customer shall be fully responsible for all regular, daily and other customary maintenance and repair of its equipment.
14. Severability & Survival of Terms
Any term or condition hereunder which is determined by a court of competent jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to such prohibition or unenforceability, be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining terms and conditions of sale.
15. Modification
No addition to, or modification of this agreement shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. This agreement constitutes the entire agreement of the parties hereto with respect to the sale of the Goods and provision of services hereunder, and supersede all prior discussions, agreements and understandings of any nature whether written or oral, with respect thereto, and no conditions, warranties or representations other than as expressly provided herein shall be binding upon Customer or Seller.
16. Excuse for Nonperformance
Seller shall not be responsible for any failure to perform its obligations with respect to the Goods sold or services performed arising from causes beyond Seller's control. These causes shall include, but not be limited to: fire, war, insurrections, acts of God, explosions, accident, labor disputes, shortages of material, weather, delays in transportation, inability to secure raw materials or machinery for the manufacture of Goods, acts of any government or any agency thereof or judicial action. Failure of Seller to perform for these reasons aforesaid shall not be grounds for Customer's cancellation of this agreement but the delivery date shall be extended accordingly.
17. Property & Patent Rights
Seller retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any Goods designed in connection herewith and to all right of discovery, invention or patent rights arising out of the work done in connection herewith. The Customer expressly agrees that it will not assert any property rights therein, except the right for itself and subsequent owners to use the Goods. As Goods sold may be used by the Customer for uses beyond Seller’s control and the manufacturers of products sold exert their own patents policy, Seller shall not be held liable for any patent infringements and actions concerning patent questions shall be handled by Seller's manufacturer suppliers in accordance with their policies.
18. Customer's Use & Occupational Safety & Health Act (Osha)
The Goods sold are priced and will be designed and manufactured to Seller's interpretation of the Occupational Safety and Health Act of 1970. Seller considers that it is in substantial compliance with the general requirements of OSHA directly associated with Operational Safety and Noise Level Control. The technical detail of OSHA and many additional references to other standards render it impossible to state complete compliance or objection unless specific sections or paragraphs of OSHA are identified by the Customer. Because of changes which occur in OSHA, state codes and company safety programs, Seller must be advised by the Customer if it deems modifications in the Goods are required for compliance. A quotation will be submitted for changes.
19. Governing Law
20. Warranty
This contract shall be governed by and construed in accordance with the laws of the State of North Carolina with venue being at any State or Federal court located in Wake Country, North Carolina.
- Credit Card on File
1. CC charged for parts, surgical guide, and if not paid by the 30th of the month - 1-year Warranty For Zirconia: if the product is made in recommended parameters.
1. Recommended minimum parameters: occlusal thickness of 8 mm, buccal lingual width of 10mm, and a wall thickness around the screw hole of 3mm.
2. Outside of these parameters, a partial warranty will be given. - 1-year warranty for Dentures and partials that are not immediates.
- 30 day warranty on immediate dentures, partials and flippers. Remakes and Resets do not apply and are considered new cases.
- 30 day warranty on Night Guards
- Once Zirconia has been made no additional changes can be made. The request for final zirconia indicates that the patient and doctor are happy with all esthetics and ready to proceed with the final prosthesis.
- Dentures include 1 try in or 1 reset within 60 days of delivery to office. Any resets within the 60 days will have additional costs. After 60 days case will be considered new and charged accordingly.
- Valplast partials or milled dentures will have a 50% reset/remake cost if within 60 days of delivery to office. After 60 days case is considered new.
- Metal Frameworks will fit cast on delivery. Any remakes or alterations will be considered new cases.
- Alterations made to the final product can null warranty. Including reduction of thickness.