Sales Terms and Conditions
TERMS AND CONDITIONS FOR THE SALE OF TEGRA MEDICAL (Seller) GOODS & SERVICE
1. Binding Agreement. All quotations from Seller shall be considered invitations to contract; all orders from you(Buyer) shall be considered offers. Seller shall acknowledge your orders and then either accept or reject the order; if rejected, Seller will work with you to correct the order. Once an order is accepted a binding agreement containing these Terms and Conditions results. Our communications (the order, acceptance, modifications to these Terms and Conditions) shall be conducted in writing including email, fax transmissions, or written document. Oral communications are not binding on either of us.
2. Entire Agreement; Precedent. These Terms and Conditions are limited to these provisions and are incorporated into our agreement. These Terms and Conditions supersede all previous communications between you and Seller. Any additional or different terms contained in Buyer ‘s forms (e.g., purchase order form) are expressly objected to and rejected. Buyer’s receipt of any portion of the ordered goods shall constitute Buyer’s assent to all of these Terms and Conditions unless Buyer immediately rejects and returns such goods.
3. Price and Production/Delivery. The prices of the goods do not include taxes, duties, insurance or freight charges. Quoted prices for Seller’s goods are effective for 30 days from date of the quote; however, pricing is subject to change at any time and may be due to increased costs associated with raw material, components, packaging, other items, and outside services, labor or any other costs outside Seller ‘s control. Shipping dates will be established by Seller at the time Buyer’s order is accepted, and will be consistent with Seller’s then -current shipping commitments, lead times for goods, production capability, and the availability of raw materials, components, packaging, other items, and labor. Seller will notify Buyer of adjustments to shipping dates as needed.
4. Payment and Shipping. Payment in U.S. dollars is due in full within 30 days of Seller’s invoice for the shipment. A monthly interest charge of 1½% or the maximum legal rate, whichever is less, will be assessed on all past due amounts. All shipments shall be F.O.B. Seller’s plant, and all costs, risk of loss, or damage and title shall pass to Buyer upon Seller’s delivery of the goods to the carrier.
5. Returns and Cancellations. Goods may NOT be returned without a Returned Materials Authorization from Seller. All returns must be in accordance with the instructions in Seller’s Return Goods policy included in the packing materials accompanying all shipments. In the event of cancellation of an order prior to shipping date, Buyer shall be responsible for all costs incurred up to the date of Seller’s receipt of the cancellation notice. SELLER SHALL INVOICE BUYER SUCH COSTS WHICH INCLUDE RAW MATERIALS, COMPONENTS, WORK-IN-PROGRESS, AND FINISHED INVENTORY WHICH CANNOT BE EITHER CANCELLED BY SELLER OR USED FOR A DIFFERENT ORDER.
6. Limited Product Warranty. Seller warrants that the goods will be free from defects in materials and workmanship for a period of one year from the date of shipment. This limited product warranty does not cover defects caused by abuse, mishandling, misuse or unauthorized repairs or modifications. If any goods are determined to be defective within the warranty period, Seller will, at its sole option, correct or provide replacement goods to Buyer and reimburse Buyer for reasonable shipping charges for the replacement goods. THE FOREGOING REMEDY IS SELLER’S SOLE OBLIGATION AND BUYER’S SOLE REMEDY FOR NONCONFORMING GOODS. THE FOREGOING IS SELLER’S EXPRESS LIMITED PRODUCT WARRANTY, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORILY PRESCRIBED INCLUDING ANY WARRANTIES FOR MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT A PARTY IS ADVISED OF THE POTENTIAL FOR A BREACH OF SUCH WARRANTY.
7. Limitation of Liability. With respect to any claim or loss arising out of any transaction under our sales agreement, Seller’s total liability (whether based on contract, strict liability, tort or otherwise) shall not exceed the purchase price of the goods of such transaction. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES OR LOST PROFITS OR BUSINESS WHICH MAY ARISE OUT OF A TRANSACTION.
8. Tools and Fixtures. All tools, jigs, automation and other equipment, and measurement fixtures(collectively “Tools”) are, in view of the know-how inherent in their creation, the property of Seller and remain in the possession of Seller. The quoted costs and payment for the Tools do not include the possession of the Tools by Buyer nor the transfer to Buyer of any associated intellectual property associated with the Tools. All Tools and associated intellectual property are owned by, and remain in the possession of, Seller. If any Tools are intended to be removed from Seller’s possession and owned by Buyer, or any other contradictory terms and conditions to this section 8 requires a written individual agreement signed by authorized individuals of both Buyer and Seller.
SELLER’S RETURNED MATERIALS POLICY
SHIPPING VARIANCES
Seller reserves the right to ship +/-10% of ordered quantity. Notify Seller promptly by phone:(508)-541-4200 of any apparent shipping variance. Seller will not be responsible for shipping variances unless notification is received within 5 business days after the shipment has been delivered to Buyer’s location.
DAMAGE
Note any damage to the shipping container on the delivery receipt. You are responsible for presenting the claim to the carrier and/or insurance company. If damage is discovered during unpacking, save the shipping container, all packing materials and the damaged goods and request the carrier’s inspection. You are responsible for presenting the claim to the carrier and/or insurance company.
RETURNS
No goods may be returned without Seller’s prior approval and Returned Materials Authorization (RMA) number. Unauthorized returns will be refused or returned to you, the Sender, freight collect. All authorized returns must be shipped freight prepaid, accompanied by the original packing slip or invoice, and shipped in a container bearing the RMA number on its exterior packaging/shipping container. Goods not received by Seller within 90 days of Seller’s invoice date for such shipment of goods are not returnable.