Medsharelaser.com Standard Terms and Conditions of Sale
1. Offer and Acceptance. This Acknowledge is an offer (the “Offer”) by
Medsharelaser.com (“AA”) to sell the aesthetic medical goods or services referenced in the Agreement (the “Products”) to customer. Customer has the option to accept this Offer orally, either in writing or by performance, but Customer’s acceptance, no matter which form it takes, shall not alter these terms or conditions (“Terms”). If Customer has any objections to the Terms listed here, they must make each objection known in writing, with the document signed and dated by the Customer and delivered to AA prior to or at the same time as the Customer’s purchase order or other form of acceptance. Issuing a purchase order which includes a rejection of some or all of these Terms is not a sufficient objection. If AA does not agree with the objection, it shall be deemed as “rejected” and will not be included as part of the parties’ agreement. AA’s failure to bring up objections to any provisions in a purchase order or other communication from Customer (included any type of penalty clause), will not be considered a waiver of these Terms. It will also not be considered as an acceptance by AA of any such provisions. If there are terms which within the Customer’s purchase order or other document that are additional to these terms or difference from them will be rejected unless they have been officially accepted by AA in a separate document that has been signed by the Customer and by an authorized representative of USS. This is regardless of whether these other terms would materially alter these Terms. Any course of dealing which differs from these Terms shall apply. AA holds the right correct any clerical or typographical errors in pricing, quotations, specifications or acknowledgments.
2. Pricing. Prices on AA are subject to change without prior notice. All prices are quoted in US dollars and are FOB point of shipment. Product prices do not include taxes (sales, excise, use, ad valorem, etc), delivery and freight charges or any import/export duties unless they have been otherwise noted on the Agreement. Such charges may be prepaid by AA and added to Customer’s invoice.
3. Financial Condition. Upon request of AA, Customer will provide sufficient information to enable AA to assess Customer’s credit worthiness. It is at the discretion of AA to require full or partial payment in advance before purchases are made.
4. Payments. All payments made to AA must be made in US dollars. Payments must be submitted without deductions for back charges owed, other accounts that are between AA and the Customer etc. These types of deductions will be settled outside of the invoice payment. Payments made to AA shall not influence or prejudice claims on account of omissions or shipment shortages. These types of claims will not be allowed unless they are made in writing within 96 hours after receipt of shipment by the Customer. All payments are due 30 days from the date of the AA invoice. If the Customer doesn’t submit payment until after it is due, AA has the right to charge interest at the rate of 1.5% per month on the remaining portion of the unpaid balance. Until AA receives payment in full, the title won’t pass to Customer and AA will have a security interest in all Products and proceeds. Customer gies AA the authority to file and and all financing statements and other documents required to support AA’s security interest.
5. Shipment. When processing shipments, AA will choose the carrier and method of delivery for all Products purchased by the Customer. When shipped, the risk of loss or damage to Products purchased from AA passes from AA to Customer upon delivery to a carrier at point of shipment. Dates of shipment, delivery or performance date stated in the AA offer or other contract documentation is to be considered approximate and not a guarantee of shipment, delivery or performance on a specific date. In this agreement, time shall not be of the essence.
6. Cancellation and Returns. The acceptance of AA’s Offer is binding on both parties. For cancellations of orders, acceptance will only be processed upon AA’s written consent and must include a payment to AA for restocking fees that are equal to 25% of the purchase price. Customer must notify AA of any defective products or of products that do not conform to contractual specifications within 48 hours of receipt of the shipment. At that point, AA may authorize the return of the Products, or at the option of AA, AA will inspection Products and if AA also finds that Products are defection, will authorize Customer to return the Products. Once AA receives an authorized return of Products that have been deemed defection, AA will, at its option, either provide a full refund of the purchase price or repair or replace the defective Products.
7. Delays. AA is not liable for damages, non-performance or loss that results from delays in receipt of final specification of instructions from Customer, events of force majeure, changes in specifications or other causes that are beyond USS’s reasonable control. If any such delays occur, the delivery date for the shipment will be extended for a period of time that is equal to the amount of time lost by reason of the delay. If there is a significant delay, AA will notify Customer and submit a revised delivery date as soon as possible. Should the shipment be delayed by the Customer, Customer will arrange for and notify AA of the alternative location(s) at which the shipment can be shipped to for warehousing or storage. This will be at the Customer’s expense, and all risk of loss or damage to Products shall be borne by Customer. Should Customer be unwilling or unable to make timely arrangements for storage or warehousing, AA may take steps to do so at Customer’s expense.
8. Medsharelaser.com Warranty and Customer Remedies. All Products shall be free from material defects in material and workmanship for a period of 30 days from the date of Customer’s receipt, as specified by the manufacturer and under normal working conditions., from the date of the Customer’s receipt. AA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND AA EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS, ARE HEREBY EXPRESSLY EXCLUDED.
The Customer’s sole and exclusive remedy for breach of contract or warranty issues is the repair or replacement of defective Products. Alternatively, at AA’s option, a refund of the original purchase price as long as 1. Product hasn’t been modified or otherwise altered by anyone other AA, 2. Product has been properly stored, installed, maintained and operated, and 3. Customer promptly submits notice to AA of any defects. All Products deemed to be defective by AA become the sole property of AA. If Products are repaired or if a replacement shipment has been approved, they will be shipped to Customer FOB point of shipment. AA shall not be responsible for charges associated with warranty work if they have not been authorized by AA in writing. AA will not be liable, either in contract or tort (including negligence and strict liability or otherwise) if Customer is furnished with advice or other assistance regarding any Product or equipment in which any such Product may be installed.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL AA BE LIABLE TO CUSTOMER FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF USE ARISING DIRECTLY OR INDIRECTLY FROM ANY BREACH OF WARRANTY, BREACH OF CONTRACT, MATERIAL OR OTHERWISE, OR FROM ANY ACTS OR OMISSIONS OF AA’s EMPLOYEES OR AGENTS, TORTIOUS OR OTHERWISE. IN NO EVENT SHALL AA’’s LIABILITY FOR ANY CLAIM BROUGHT BY CUSTOMER EXCEED THE PRICE OF THE DEFECTIVE PRODUCT.
10. Notices. All notices required or contemplated by this Purchase Order must be writing and personally delivered to AA or sent by prepaid registered mail or sent by fax. Any notices sent by fax must be deemed to have been received when transmitted and any notice sent by registered mail must be deemed to have been received on the second date following the mailing date.
11. Miscellaneous. Customer may not assign any rights that come out of both parties’ business relationship or with any AA duty without AA’s priors written consent. Any invalid provision shall be severed from the valid provisions, and invalidity of any provision of AA’s Terms shall not affect the validity of any other provision. A failure by AA to exercise any right accruing to it by virtue of both parties’ relationship or under any other contract with the Customer will serve as waiver thereof or preclude the exercise of any other right or privilege by AA. No other terms or conditions applicable to the sale of AA Products other than those contained in the Terms will be applicable. There will be no modification, amendment, waiver or other change of any of AA’s Terms shall be binding on AA without prior written consent and approval.
12. Customer Warranty. Customer acknowledges the following: that all equipment is FDA regulated, and that medical scans may be performed only for medical purposes and by certified medical technologists. Customer warrants and represents that all medical scans using equipment purchased from AA are to be performed only by a health professional for diagnostic purposes. Customer warrants and represents that all medical equipment purchased from AA is not intended for household or personal use. Any claims asserted against AA as a result of the breach of this warranty will be defended and AA indemnified by the Customer.
13. Governing Law, Venue. All Terms listed here and the parties’ relationship shall be governed by North Carolina law, as if the relationship was developed in and was to be performed entirely within North Carolina. The exclusive venue and jurisdiction for the resolution of all disputes between the parties shall be the state or federal courts for Wake County, North Carolina. Any action of for a breach of contract or other claim arising out of the parties’ business relationship must be commenced within one year after the cause of action has accrued.
14. Disclosure of Information. All ideas, information or suggestions passed on by the Customer to AA in connection with AA’s performance hereunder are not submitted in confidence or in secret, unless they are otherwise agreed to in a separate writing signed by AA.
15. Attorneys’ Fees. In accordance with any action to enforce its rights arising out of the parties’ business relationship, AA shall be entitled to recover all costs incurred in connection with this action, including and without limitation, attorney’s fees and all other litigation costs.
