Customer agrees to purchase and accept Amniofit products in accordance with these terms and conditions. Amniofit objects to and rejects any and all terms proposed by Customer, whether contained in Customer’s purchase order or elsewhere. If Amniofit and Customer have signed a separate, written agreement governing Customer’s purchase of Amniofit products, then the terms of that agreement shall govern.
INSPECTION; PRODUCT RETURN.
Product Eligible for Return or Credit: Amniofit products are not returnable or refundable unless the product is visibly damaged upon opening and inspection and such damage is through no fault of the Customer. In the event that a product is visibly damaged through no fault of the Customer, Amniofit will replace the damaged product only, at no cost to the Customer. Amniofit will not otherwise credit or accept returns of damaged product. In order for Amniofit to replace a product damaged through no fault of the Customer, the Customer must:
Take a legible video of the damaged product which demonstrates the damage to the product; and
Email the video within 24 hours of receipt of the product, with the order number, name, address, email address and telephone number of the Customer to [email protected]
We will promptly review the video if we have determined that the damage was not due to any fault of the Customer, we will replace the product and notify you by email of such replacement.
Product Ordered in Error. Product ordered/received and purchased from Amniofit in error is NOT eligible for return or credit. Therefore, Customer must carefully review each and every product order prior to submitting Customer’s order.
Product Returned Due to Government Recall, Voluntary Recall by Company or at Direction of Company. Product that the Company or a governmental entity instructs Customers to return, including, but not limited to, Product recalls, natural disasters or regulatory requirements will only be eligible if authorized by Company’s Legal Department or by a governmental entity with authority to issue such instructions to Company and Customers.
“Product” means a product that (i) has been ordered by a Customer via purchase order and (ii) invoiced by Company at the time of delivery.
“Customer” means a direct purchaser of Company Products, including, but not limited to, a person, entity, hospital, physician practice, distributor, wound care center, or other outpatient facility.
“Return Management Authorization” or “RMA” means an approval and associated return identification information issued by Company to Customer.
SHIPMENT/RISK OF LOSS. Products shall be suitably packed for shipment in AMNIOFIT’s standard shipping cartons, marked for shipment to the destination specified in Customer’s purchase order, CIP AMNIOFIT shipping point.
PAYMENT. All Customer orders shall be paid in full upon submission of Customer’s order.
COMPLIANCE WITH LAW; LICENSES, ETC. Amniofit and Customer shall comply with all applicable statutes, rules, regulations and standards of any and all governmental authorities and regulatory and accreditation bodies relating to practitioners, hospitals, the provision of healthcare services, and the practice of medicine, if applicable. Any licenses, permits, certificates or other documents that are required by any governmental authority for the supply and use of the Products hereunder shall be the respective responsibility of Amniofit and the Customer. Amniofit is not responsible for any violations of applicable laws and regulations by Customer with regard to the use of the Products.
WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, AMNIOFIT MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, AND AMNIOFIT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, AMNIOFIT DOES NOT EXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY LAW.
EXCLUSIVE REMEDY/LIMITATION OF LIABILITY. If the Products delivered to Customer fail to conform to this Contract for any reason whatsoever, Customer’s sole and exclusive remedy shall be as provided herein. Amniofit shall not under any circumstances be liable to Customer for (i) any special, exemplary or consequential damages, however caused and under any theory of liability whether based in contract or tort or otherwise or (ii) any claim or demand brought against Customer by any other party, even if Amniofit has been advised of the possibility of such claim or demand. Amniofit’s liability to Customer for any claim whatsoever related to the Products or this Contract, including any cause of action sounding in contract, tort, indemnity, contribution or strict liability, shall not exceed the amount of all payments received by Amniofit for the Products that are subject of this Contract.
INDEMNIFICATION. Customer shall defend, indemnify and hold harmless Amniofit from and its respective members, directors, officers, employees and agents from and against any liability and claims of all kinds for any injury to persons or property or any other claims of injury, loss, expense or damage incurred by any employee or customer of Customer or any third party that arises out of the Customer’s breach of its obligations hereunder or is due to the negligent acts, omissions or intentional acts of Customer, its employees, agents, consultants, or subcontractors.
FORCE MAJEURE AND DELAY. Amniofit shall be excused for any delay in the shipment of any Products ordered due to acts of God, pandemics, war, the public enemy, mobilization, riot, strike, lockouts, work stoppage or any other labor difficulties, blights, disease, excessive heat, explosion, shortage of cars or other materials, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, carrier conditions, delays in transportation, or any other case of Force Majeure, or circumstances or cause beyond the reasonable control of Amniofit. In the event of such an occurrence, Amniofit shall give Customer reasonable notice that there will be a delay or non-delivery, upon which notification this Contract shall be deemed terminated and Amniofit shall have no further obligation to ship the Products covered by this Contract. Notwithstanding the preceding sentence, if Customer agrees to a future delivery date, this Contract shall continue and Amniofit shall deliver the Products on such later delivery date. Amniofit shall make every reasonable effort to meet the shipping date specified in this Contract. In no event, however, will Amniofit be liable for its failure to meet such date if the delay is caused by reasons beyond the reasonable control of Amniofit.
PRODUCT RECALLS. In the event (a) any government authority issues a request, directive or order that any Product be recalled, (b) a court of competent jurisdiction orders such a recall, or (c) Amniofit reasonably determines, after consultation with Customer, that any Product should be recalled, Customer shall cooperate with Amniofit in effecting such recall as Amniofit may reasonably request. Amniofit shall have administrative responsibility for effecting any such recall.
PROPRIETARY RIGHTS. Customer agrees that Amniofit retains all right, title and interest in and to all patent rights, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the Products and the design, processing, manufacture, operation or service of the Products. Customer shall not (and shall require that its customers, if any, do not) remove, alter, cover or obfuscate any proprietary rights notices placed or embedded by Amniofit on or in any Product.
RECORD KEEPING. Amniofit and Customer will keep or cause to be kept in accordance with FDA/AATB regulatory requirements books and records regarding the purchases and sales of Products pursuant to this Agreement. All tissue utilization records will be returned to Amniofit.
ENTIRE AGREEMENT/SEVERABILITY. In the event of a conflict between the provisions of this Contract and the provisions of a signed, separate written agreement between Customer and Amniofit, the terms and conditions of the signed agreement shall prevail. In the event that any of the terms of this Contract is, becomes or is declared to be invalid or void by any court of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Contract and all of the remaining terms of this Contract shall remain in full force and effect.
GOVERNING LAW; VENUE. This Contract shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws principles. Any demand, suit or cause of action arising out of this Contract shall be brought in a state or federal court located in Palm Beach County, Florida. Customer hereby submits to the jurisdiction and venue of such court.
NONASSIGNABILITY; AMENDMENTS. Customer shall not assign this Contract without the prior written consent of Amniofit and any attempt to assign or transfer any of the rights, duties or obligations under this Contract without such consent shall render such assignment or transfer null and void. This Contract can be amended only in writing executed by Amniofit and Customer.
PRICING. The pricing on the invoice reflects the product price to the Customer.