Form of Purchase Order Term and Conditions (effective after August 4, 2003)



 EXHIBIT 10.10 
  
 CUSTOMER ORDER 
 BIOLASE Technology, Inc. 
 981 Calle Amanecer, San Clemente CA 92673 
 Toll Free (888) 424-6527• Tel (949)361-1200 
 Fax(949)361-4394 
  

	

	   Sales Rep
	  	Order Date	  	Customer #	  	Source	  	 	  	 
	

	Customer Information:	  	 	  	 	  	 
				
	 Bill To:
	  	
	  	 Ship To:
	  	

				
	 Address:
	  	
	  	 Address:
	  	

				
	 	  	
	  	 	  	

				
	 	  	
	  	 	  	

				
	 Contact:
	  	
	  	 Contact:
	  	

				
	 Phone:
	  	 (                )

	  	 Phone:
	  	 (                )


	 Fax:
	  	 (                )

	  	 Fax:
	  	 (                )



  
 Payment Method: 
  

	

	    ̈    Check
	  	 Credit Card #:
                /                /     
           /                
  
  ̈  MC     ̈  Visa      ̈  AmEx        Exp. Date:
        /        
  
	  	Payment Terms
	 Qty
	  	Item #	  	Description	  	 Unit Price
 ($USD)
	  	 Total Price
 ($USD)

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 	  	Subtotal:  	  	 
	 	 	 	 	 	 	 	 	 	

	 	  	 	  	 Tax:  
	  	 
	 	 	 	 	 	

	
 Customer Signature
	  	
 Date
	  	 Freight  
	  	 
	 	 	 	 	 	

	
 Sales Representative
	  	
 Date
	  	 Other:  
	  	 
	 	 	 	 	 	

	
	  	
 Date
	  	 Total Due:  
	  	 
	 	 	 	 	 	

	 	  	 	  	 	  	 
	 	 	 	

			 
	 Notes:
	  	 	  	Deposit
	

	 	  	Initial:          	  	$              
	
	 	 
	 	  	 	  	  
	


  
 FOB Shipping Point (carrier).
Title and all benefits and risks of ownership transfer to Customer (Buyer) upon shipment. This supercedes any and all other agreements. By signing above, Customer (Buyer) acknowledges additional terms and conditions on reverse side. 

 
 White – BIOLASE, Yellow – Customer, Pink – Representative,
Gold – Other 







 Terms and Conditions of Sale 
  
 Domestic quotation and sales made by BioLase Technology, Inc. are made on the following terms and conditions:

  
 1. Limits of Agreement 
  
 The terms and conditions as set forth herein as well as any additional terms and conditions
that may appear on an invoice at the time of sale shall constitute the entire agreement between BioLase (‘Seller’) and Buyer. The agreement shall not be modified except in writing, signed by the parties thereof. No waiver by Seller or any
default provision hereof shall be deemed a waiver of any subsequent default or provision. 
  
 2. Price 
  
 (a) The price of all goods is
F.O.B. carrier, at the place of manufacture or warehouse location, exclusive of insurance cost. Title and all benefits and risks of ownership transfer to customer (Buyer) upon shipment. The cost of packaging for normal domestic shipment is included
in the invoice price. Where special domestic or export packaging is specified, involving greater expense, a charge will be made to cover such extra expense. 
  
 (b) Prices and orders do not include Federal, State or local excise, sales, use or other taxes which are applicable to the goods sold, which tax or taxes (excluding only
taxes based on the Seller’s income) will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer, unless Buyer provides Seller with a proper tax exemption
certificate. 
  
 (c) Unless otherwise stated by the Seller in writing, all
quotations are firm for, and expire sixty (60) days after, date thereof and constitute offers. 
  
 (d) Prices quoted are for the goods and services described only and do not include technical data, proprietary rights of any kind or tests other than Seller’s standard pre-shipment tests. 
  
 (e) All shipments will be billed at prices in effect on the date of acceptance of the
Buyer’s order unless shipment is delayed at the Buyer’s request, in which case current prices as of the date of the shipment shall apply. 
  
 3. Payment Terms 
  
 (a) All payments shall be made to Seller as stated on the sales invoice prior to Seller’s shipment of an order. In the event Seller chooses to sell to the Buyer on open account, shipment is subject to credit
approval and payment is due net 30 days from date of invoice. Obligation of the Buyer to make payment is not contingent upon installation or other post-shipment services that Seller may provide with or without charge. Interest accrues on overdue
invoices at the rate of one and one-half percent (11/2 %) per month, but not more than the amount allowed by law, on the unpaid balance from the original due date of the invoice. 
  
 (b) If the financial condition of the Buyer at any time is such as to give Seller, in its
judgment, reasonable grounds for insecurity concerning Buyer’s ability to perform its obligations under this agreement, Seller may (a) require full or partial payment in advance and may suspend any further deliveries (or continuance of the work
to be performed by Seller) until such payment has been received or (b) make shipment C.O.D. 
  
 If the Buyer fails to make advance payment when requested by Seller of it, or if the Buyer is or becomes delinquent in the payment of any sum due Seller or refuses to accept C.O.D. shipment, Seller shall have the
right in addition to any other remedy to which it may be entitled in lay or equity, to cancel the sales order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts for goods previous delivered to the Buyer.
Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. However, in the event of any default by Buyer, Seller may decline to make further shipments without in any way affected
its rights under such order. 
  
 4. Transportation 
  
 Unless otherwise agreed to in writing by the Seller, all transportation shall be at the
expense of Buyer. Seller reserves the right to ship Products freight collect and to select the means of transportation and routing. Risk of loss or damage shall pass to Buyer upon delivery of the products to the transportation company at the FOB
point, whether or not installation is provided by or under supervision of Seller. Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of the Buyer therefore. The foregoing includes
Products returned at Buyer’s expense to such place as Seller may designate in writing. Buyer, at its expense, shall fully insure Products returned, for whatever reason, to Seller. 
  
 5. Returns 
  
 The goods or parts thereof sold herein may in no case be returned to Seller without first obtaining Seller’s written consent. Sales are final upon shipment. The
request for return and credit must be filed with Seller and shall include purchase order number, approximate date shipped and any and all other identifying numbers (such as invoice number, date of invoice, P.O. numbers, etc.). Each request for
return of goods for credit should state the type and quantity of goods, the part numbers and the reasons for the return. If return authorization is granted, then (1) an RMA number will be issued by BioLase, and, (2) the RMA number must be written on
all packages. Goods shall be returned in a clean, well-packaged condition. No credit allowance on defective goods will be made and no replacement for defective goods will be shipped in any event unless the alleged defects are, among other things,
established to Seller’s satisfaction after suitable testing and inspection by Seller. Seller reserves the right to charge a restocking fee on all returned goods. 
  
 6. Left Blank Intentionally. 
  
 7. Limited Warranty-Limitation of Liability and Remedies 
  
 (a) Except as otherwise specified herein, Seller warrants the goods and parts which are of its manufacture and shipped hereunder to be free from defects in material and
workmanship and to perform in the manner and under the conditions as specified in Seller’s warranty for the individual Product or for twelve (12) months from shipment if a warranty for an individual product is not specified. 
  
 (b) This warranty is the only warranty made by Seller with respect to the goods delivered
hereunder and no representative or person is authorized to assume on Seller’s behalf, any obligations or liabilities beyond this warranty in connection with the sale of Seller’s goods. This warranty is made to the original purchaser only
at the original location and is non-transferable, and my only be modified or amended by a written instrument signed by a duly authorized officer of the Seller. Major sub-systems manufactured by other firms, but integrated into Seller’s system
are covered by the original manufacturer’s warranty. Goods or parts which are replaced or repaired under this Warranty are warranted only for the remaining unexpired portion of the original warranty period applicable to the goods. 

 
 (c) All accessories used with BioLase lasers must be manufactured by or certified in
writing by BioLase. Use of non-authorized accessories will void the warranty, all service contracts and all liability to BioLase. 
  
 (d) Seller’s sole and exclusive liability and the Buyer’s sole and EXCLUSIVE REMEDY under this warranty shall be, at Seller’s election, the repair or
replacement of goods, only if Seller is promptly notified in writing by Buyer upon discovery of the defects and Seller’s examination of such goods discloses to Seller’s satisfaction that such defects actually exist and the goods have not
been (i) repaired, worked on, or altered to affect the stability, reliability, or proper operation of such goods; (ii) subject to misuse, negligence or accident; or (iii) connected, installed, used or adjusted otherwise than in accordance with the
instructions furnished by Seller. 
  
 (e) All goods which Buyer considers
defective shall be returned to Seller’s office, transportation costs prepaid and borne by Buyer (unless otherwise agreed to in writing). The risk of loss of goods shipped or delivered to Seller’s plant to repair or replacement will be
borne by Buyer. 
  
 (f) If it is found that Seller’s Product has been
returned without cause and is still serviceable, Buyer will be notified and the product returned at Buyer’s expense; in addition, a charge for testing and examination may, in Seller’s sole discretion, be made on Products so returned.

  
 (g) SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED
TO, ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS EXPRESSLY SET FORTH IN THE ABOVE WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSQUENTIAL INDIRECT OR SPECIAL DAMAGES OF ANY KIND,
INLCUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, OR OTHER SIMILAR FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, USE OF OR INTERRUPTED USE OF SELLER’S PRODUCTS, SYSTEM(S)
OR MATERIALS. 







 8. Seller’s Rights to Subcontract 
  
 Seller may subcontract any portion of the work at any time subject to this Agreement, but Seller’s obligations and rights hereunder
shall not thereby be limited or affected. 
  
 9. Proprietary Rights

  
 The sale of the goods hereunder to Buyer shall in no way be deemed to
confer upon Buyer any right, interest or license in any patents or patent applications, indicia, or design copyrights the Seller may have covering the goods. Seller claims for itself all proprietary rights in and to all designs, engineering details,
and other data and connection with the goods or with any and all products developed as a result thereof, including the sole right to manufacture any and all such products. Buyer warrants that it will not divulge, disclose, or in any way distribute
or make use of such information and that it will not manufacture or engage to have manufactured such products. materials pertaining to any goods supplied by Seller and to all discoveries, inventions, patents and other proprietary rights arising out
of the work done in 
  
 10. General 
  
 The agreement is made and entered in the state of California or such other state as
designated on the face hereof. Buyer agrees to pay any reasonable attorney’s fees and all other costs of collection incurred by Seller in connection therewith. All orders are subject to final approval by Head Office, San Clemente, California or
other location as applicable. 
  
 11. Errors 
  
 Typographic and numerical errors are subject to correction when identified.