TERMS AND CONDITIONS of SALE
These Terms and Conditions of Sale ("Agreement") apply to you ("Buyer") when purchasing products and/or services and support ("Product") from Remarket Medical Inc ("Seller"), unless otherwise specifically agreed to in writing by Seller in a separate purchase agreement with Buyer. By accepting delivery of the Product, Buyer accepts and is bound to this Agreement.
SPECIAL NOTE REGARDING REPAIR/REPLACEMENT PARTS
Medical equipment repairs must be made by a qualified biomedical technician. By placing this order, Buyer agrees that Buyer is a qualified technician or that Buyer is placing the order on behalf of a qualified technician who will make the actual repair. Buyer further agrees that Seller did not diagnose broken equipment, therefore Seller makes no claim that any particular part will fix Buyer's unique problem.
PRICES/SHIPPING CHARGES/PAYMENT TERMS
- Prices are obtained from Seller's most recent published Online Catalog. Seller reserves the right to change prices without notice, and those prices on the most recent published Online Catalog at the time an order is accepted will apply. Payment for the Products will be made by credit card, check, or wire transfer. All Product prices are quoted in U.S. Dollars and are exclusive of all taxes (except taxes levied against Seller's income), including state and local use, sales, property (ad valorem), and similar taxes. When applicable, such taxes shall be added to the total purchase price.
- Buyer's order is subject to cancellation by Seller, at Seller's sole discretion. In the event that any item(s) are for any reason out of stock, discontinued, or not available for delivery, Seller's sole liability shall be limited to the refund of the purchase price for any such item(s). Seller is not responsible for pricing, typographical, or other errors in the Online Catalog and Seller reserves the right to cancel any orders resulting from such errors.
- Shipment costs may be added to the purchase price.
- Until payment in full of the purchase price of the Product has been received by Seller and has cleared for full credit, Seller retains certain economic rights to the Product and if Buyer sells the Product, rights to the proceeds of such sale. This is referred to as a Purchase Money Security Interest. This interest is immediately released upon payment in full. Buyer agrees to sign any document required to perfect such security interest and appoints Seller as its attorney-in-fact to prepare, sign and file or record for the Buyer, in Buyer's name, any such documents. Buyer agrees to keep the Product in good order and repair until the Security Interest is released.
SHIPMENTS, RISK OF LOSS, TITLE
All delivery dates are estimated and Seller shall make a reasonable effort to meet any delivery date(s) quoted or acknowledged. However, Seller will not be liable for its failure to meet such date(s). Loss or damage that occurs during shipping by a carrier arranged by Seller is Seller's responsibility. Loss or damage that occurs during shipping by a carrier arranged by Buyer is Buyer's responsibility. Buyer must notify Seller within 72-hours of the date of shipment by Seller if Buyer believes any part of Buyer's purchase is missing, wrong or damaged. Title to the products (except software and documentation) and risk of loss shall pass to Buyer at the Seller's delivery point to Buyer. Title to software products and documentation will remain with the applicable licensors.
WARRANTY/WARRANTY REPAIR/RETURNED GOODS POLICY
- NO RETURNS/REFUNDS WHATSOEVER ON REPAIR/REPLACEMENT PARTS, except in the event that (a) Seller ships the wrong part according to the order; or (b) a manufacturer defect / non-conformity is discovered with the part received.
- If Buyer's purchase of a Product is covered by manufacturer warranty and it will be set forth in the documentation Buyer will receive with the Product. Seller's sole obligation and Buyer's exclusive remedy for breach of the warranty shall be limited to the repair or replacement, in Seller's sole discretion, of Product that does not conform to this warranty during the applicable warranty period. This warranty shall be invalidated if the Product (a) has not been installed, handled, or used in accordance with the recommended procedures set forth in the applicable documentation; (b) has been modified; (c) has been damaged through misuse, negligence, or abuse of the Buyer; (d) is damaged by causes external to the Product, including (without limitation), power failure, fire, or accident or catastrophe of any nature; or (e) has been subjected to maintenance, repairs or attempted repairs by any person other than Seller or persons specifically authorized by Seller. To obtain warranty repair service, Buyer must obtain a Return Authorization from Seller, return the Product to Seller and describe defect noted. Buyer must prepay all shipping charges, custom broker fees, duties, and taxes. Seller will refuse any collect shipments. Seller will pay for the return of warranty repaired Products to Buyers within the USA, contiguous 48 states only.
- THE WARRANTY SET FORTH ABOVE IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- If Buyer notifies the Seller within 72-hours of receipt of the Product that the Product is non-conforming or defective, the Seller shall have commercially reasonable time in which to repair or replace the Product with conforming items. If Seller is unable to repair or replace the Product, before returning the item to Seller, Buyer MUST obtain a Return Merchandise Authorization number from Seller or no credit will be given for Product returned. If Buyer returns product for any reason other than non-conforming or defective Product, Buyer will be responsible for a 30% restocking fee and the freight cost for returning the Product.
PROPRIETARY MATERIALS
Unless otherwise agreed to in writing by Seller, copyrighted materials (software and printed documentation) supplied by Seller may not be copied except for archive purposes or to replace a defective copy. All software is provided subject to the license agreement that is part of the Product/software package and Buyer agrees to be bound by such license agreement(s). Seller does not covey any title or rights in the copyrighted and other proprietary materials that may be attached to or come with the Product. It is Buyer's responsibility to ascertain and comply with any applicable licensing agreement. For use of some Products, Buyer may be required to procure a license directly from the Product manufacturer.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFITS, LOSS OF DATA, COST OF COVER), OR PUNITIVE DAMAGES. TO THE EXTENT SELLER IS HELD LEGALLY LIABLE TO BUYER, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SELLER'S TOTAL LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT AT ISSUE.
GOVERNING LAW / ARBITRATION / MISCELLANEOUS
- This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, USA, without giving effect to the conflict of law provision thereof. The parties hereby disclaim the applicability of the 1980 U.N. Convention on the International Sale of Goods. This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations or offers, written or oral. This Agreement may be amended only in writing, signed by an authorized representative of each party.
- Any unresolved disputes between the parties relating to or arising from this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules") before a single neutral and competent arbitrator selected in accordance with the AAA Rules. Such arbitration shall be conducted in the English language. Unless otherwise agreed to by the parties, the Arbitration shall be held in the city of Jacksonville, Florida. Each party shall bear their own cost and expense or arbitration, regardless of which party or party prevails. The arbitration shall be conducted in accordance with the following time schedule unless otherwise mutually agreed to in writing by the parties: (i) no later than thirty (30) days after the appointment of the arbitrator, the arbitrator shall schedule a hearing on the dispute and (ii) within thirty (30) business days after the date of the hearing referenced in clause (i), the arbitrator shall render a decision. The decision or award of the arbitrator shall be final and binding upon the parties, and to the same extent and to the same degree as if the matter had been adjudicated by a court of competent jurisdiction and shall be enforceable under the Federal Arbitration Act.
- Buyer shall not export, re-export, or transfer technical data or Products supplied by Seller, directly or through others, or the direct product of such data, to any country or user to which such export, re-export, or transfer is restricted by USA or local country law or regulation without first obtaining any required government license, authorization, certification, or approval. Any required notices shall be given in writing at the address of each party set forth on the acknowledgement of order, or to such other address as either party may substitute by written notice to the other. Seller's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. No U.S. Government Procurement regulations shall be included hereunder and binding on either party unless specifically agreed to in writing prior to incorporation herein.
