Terms of Sale
GENERAL TERMS AND CONDITIONS
Micro-Tech Endoscopy USA, Inc., dba Micro-Tech USA, Inc. (“MTUSA”) sells to the Buyer subject to the following terms and conditions.
PAYMENT TERMS AND PRICE
1.1 All invoices submitted by MTUSA to Buyer are payable in full within 30 days after the date of such invoice. If payment is not received by MTUSA from Buyer within this 30-day period, interest shall accrue on any unpaid balance from the date of the invoice at the rate of 1.5% per month (18% per annum), but in no event at a rate greater than the maximum rate permitted by applicable law. Buyer is responsible for all collection costs, including reasonable attorney fees.
1.2 When pricing is offered based upon a quantity of items and Buyer does not purchase all such items as listed, MTUSA reserves the right to adjust the prices of the items actually purchased by Buyer and Buyer shall pay such adjusted prices upon demand.
1.3 Buyer shall pay any sales, use, excise, or similar tax applicable to the purchase of the product.
1.4 Prices and quotations are subject to change.
1.5 Buyer shall be fully responsible for and will be billed by MTUSA for all freight, insurance, and other transportation costs.
1.6 Buyer will comply with all applicable federal and state laws, regulations, and other authorities, specifically including but not limited to the federal health care program anti-kickback law, 42 U.S.C. § 1320a-7b(b). Buyer acknowledges and will comply with its legal obligations to fully and accurately report any discounts and/or rebates it receives in accordance with applicable federal and state laws, regulations, and other authorities.
PURCHASE ORDERS, DELIVERY, TITLE, RISK OF LOSS, INSPECTION, AND RETURNS
2.1 No purchase order submitted by Buyer for any product shall be binding on MTUSA unless specifically accepted by MTUSA in writing or by fulfillment thereof. Any purchase order or acknowledgment of Buyer, whether oral, printed, stamped, typed or written shall be strictly subject to and governed by these terms and conditions and none of the provisions of such purchase orders or acknowledgments shall be applicable to the extent they conflict with MTUSA’s terms and conditions of sale.
2.2 MTUSA shall have the right, in the exercise of its sole and absolute discretion, to cancel any purchase order accepted by MTUSA or to delay shipment if Buyer fails to meet any payment schedule or supply reasonable credit or financial information requested by MTUSA.
2.3 MTUSA will have the right to cancel any purchase order, in whole or in part, without incurring any liability to Buyer and MTUSA shall not be liable for failure to fulfill any purchase order or to perform any contract in the event of acts beyond its control, including, without limitation, reasons of force majeure.
2.4 Orders are FOB shipping point. Standard shipping method will be ground delivery. Express or Overnight shipping is available at Buyer’s request.
2.5 Delivery dates are estimates only. Buyer shall not be relieved of its obligation to purchase all of the products stated in its purchase order because of MTUSA’s failure to meet any desired or requested delivery date. Title and risk of loss of any product ordered by Buyer shall pass to Buyer upon pickup and acceptance by the carrier.
2.6 Buyer will inspect each shipment of product and notify MTUSA within 10 days of receipt of product of any cause for rejecting the product or the product will be deemed accepted by Buyer.
2.7 MTUSA offers a 100% refund on all unused and unopened products. MTUSA will not accept any return of any product for credit, replacement, or refund without prior written authorization from MTUSA. Shipping and handling are not refundable.
LIMITED WARRANTY AND DISCLAIMERS
3.1 MTUSA WARRANTS TO BUYER THAT, FOR THE EARLIER OF ONE YEAR FROM THE DATE OF PURCHASE OR UNTIL THE PRODUCT IS USED BY BUYER, THE PRODUCTS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP WHEN STORED AND USED IN ACCORDANCE WITH THE INSTRUCTIONS FOR STORAGE AND USE PROVIDED BY MTUSA AND IN ACCORDANCE WITH APPLICABLE REGULATORY REQUIREMENTS. DESCRIPTIONS OR SPECIFICATIONS APPEARING IN MTUSA’S LITERATURE ARE MEANT TO GENERALLY DESCRIBE THE PRODUCTS AND DO NOT CONSTITUTE ANY EXPRESS WARRANTIES. IN THE EVENT THAT MTUSA GIVES TECHNICAL ADVICE WITH RESPECT TO THE PRODUCT, IT IS AGREED THAT SUCH ADVICE IS GIVEN WITHOUT ANY LIABILITY ON MTUSA’S PART. ANY GUARANTEE OF SPECIFIC PROPERTIES OF THE PRODUCTS SHALL ONLY BE EFFECTIVE IF AND TO THE EXTENT SPECIFICALLY CONFIRMED BY MTUSA IN WRITING. THIS WARRANTY SHALL NOT APPLY FOR PRODUCT FAILURE OR DEFICIENCY DUE TO IMPROPER STORAGE, ALTERATION, OR THE CONSEQUENCES OF USES FOR WHICH THE PRODUCTS WERE NOT DESIGNED.
3.2 THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF MTUSA AS SET FORTH HEREIN ARE EXCLUSIVE. MTUSA DISCLAIMS AND BUYER WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND ANY OTHER GOODS OR SERVICES DELIVERED BY MTUSA INCLUDING BUT NOT LIMITED TO ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
3.3 MTUSA’S LIABILITY UNDER THIS WARRANTY IS LIMITED TO: (1) THE REPLACEMENT OF THE PRODUCTS OR THE RE-SUPPLY OF EQUIVALENT PRODUCTS; OR (2) THE REPAIR OF THE PRODUCTS OR PAYMENT OF THE COST OF REPAIRING THE PRODUCTS. MTUSA SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE, OR IMPUTED NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES.
CHOICE OF LAW AND JURISDICTION
4.1 All claims and disputes relating to or arising from these Terms and Conditions or the sale of MTUSA products (whether in contract, tort or otherwise and including statutory and consumer protection claims) will be governed by Michigan law without regard to conflicts of law. Buyer consents to the jurisdiction of the courts of Washtenaw County, Michigan.