TERMS & CONDITIONS OF SALE. The following are the terms and conditions by which AoN Implants US sells its products. As used herein, the term “AoN Implants” means AoN Implants US and its applicable affiliates; the term “Products” means the AoN Implants products and services described in this invoice, and “Purchaser” means the person or company purchasing the Products.
GOVERNING TERMS. Any purchase and shipment of Products shall be deemed to be on the terms and conditions stated herein. Any and all terms and conditions submitted by Purchaser are hereby rejected.
TAXES. The prices set forth herein do not include any sales, use, excise, ad valorem, property or other taxes applicable to the sale, use or delivery of the Products, all of which shall be paid by Purchaser separately or added to the contract price and paid by Purchaser to AoN Implants.
PRICES. The prices set forth for the Products are in United States Dollars. All prices shall be as of the invoice date, regardless of the date the Product is originally ordered from AoN Implants.
DELIVERY. Products sold hereunder shall be delivered F.O.B. shipping point. Purchaser shall assume responsibility for all subsequent delivery or shipping charges.
ACCEPTANCE. Purchaser must inspect all Products for defects and/or non-conformity within seven (7) calendar days of delivery. After this period, Purchaser will have accepted such Products.
PAYMENT. Payment terms shall be as set forth on the front of the invoice. If payment is late, the maximum statutory interest rate will apply on such late amount. AoN Implants may, in its sole discretion, suspend shipments of Products until full payment by Purchaser of all past due amounts to AoN Implants is made.
RETURN; EXCHANGE Purchaser may return any Product within thirty (30) calendar days of the invoice date so long as there is an offsetting (exchange) order of equal or greater value. Purchaser may return any Product after thirty (30) calendar days from the invoice date, but no later than ninety (90) calendar days after the invoice date, so long as there is an offsetting (exchange) order of equal or greater value, provided, however, such returns shall be subject to a 15% re-stocking fee. AoN Implants will not accept any returns or exchanges after ninety (90) calendar days following the invoice date.
No returns or exchanges will be accepted for Products that (i) were originally sold as part of a kit, pack or set, (ii) were included on the original invoice at no charge, (iii) have less than six (6) months remaining before expiration or (iv) were custom ordered. The Purchaser shall pay all shipping costs associated with the return or exchange of a Product. No Products will be accepted by AoN Implants for return or exchange without an RMA number given to Purchaser by AoN Implants Customer Service. Returned Products must be unexpired, un-opened and undamaged, returned freight prepaid.
WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN AoN Implants’ LIFETIME IMPLANT WARRANTY PROGRAM, AoN Implants DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT THAT ITS PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND/OR WORKMANSHIP. THIS WARRANTY APPLIES ONLY TO THE ORIGINAL PURCHASER. PURCHASER ASSUMES ALL RISKS AND LIABILITY RESULTING FROM THE USE OF THESE PRODUCTS, WHETHER USED SEPARATELY OR IN COMBINATION WITH OTHER PRODUCTS. THE WARRANTY DOES NOT APPLY IF THE FAILURE OF THE PRODUCT IS CAUSED BY TRAUMA OR ACCIDENT OR BY THE PATIENT IN WHOM THE IMPLANT WAS INSTALLED OR IF THE PURCHASER IS NOT CURRENT ON ALL OUTSTANDING PAYMENTS TO AoN Implants AT THE TIME OF SUCH CLAIM. AoN Implants MAY MODIFY OR TERMINATE ITS WARRANTY PROGRAM AT ANY TIME, HOWEVER ANY CHANGES TO THE WARRANTY PROGRAM WILL NOT AFFECT PRODUCTS ALREADY PURCHASED AT THE TIME OF SUCH CHANGE. PURCHASER’S SOLE REMEDY WITH RESPECT TO CLAIMS RELATED TO AoN Implants PRODUCTS IS RESTRICTED TO THE WARRANTY POLICY.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL AoN Implants OR ANY OF ITS AFFILIATES BE LIABLE FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE AND FROM ANY CAUSE WHETHER BASED IN CONTRACT, WARRANTY OR TORT (INCLUIDING NEGLIGENCE) OR OTHER LEGAL THEORY, EVEN IF AoN Implants HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTELLECTUAL PROPERTY. All intellectual property rights in Products sold Purchaser shall remain the exclusive property of AoN Implants and its licensors.
PERSONAL DATA. It is Purchaser’s responsibility to obtain patient’s consent to transfer any personal data to AoN Implants.
TERMINATION. AoN Implants may terminate this or any agreement with Purchaser to purchase its products upon immediate written notice if Purchaser fails to pay any of its debt obligations to AoN Implants on time.
FORCE MAJEURE. AoN Implants shall not be liable for any loss or damage due to failure or delay arising out of any cause beyond the reasonable control of AoN Implants. In the event of any failure or delay resulting from such causes, an equitable adjustment of delivery and any other appropriate terms and conditions shall be made. No such failure or delay shall be the basis for an increase in AoN Implants’ obligations, nor any termination by Purchaser.
VALIDITY. If any provision of these Terms and Conditions is found to be illegal or unenforceable in any respect, such illegality or unenforceability shall not affect any other provision of these Terms and Conditions, all of which shall remain enforceable in accordance with their terms.
GENERAL PROVISIONS The purchaser of the Products and these Terms and Conditions are governed by the laws of the Commonwealth of Florida, without regard to conflicts of law principles. Any dispute, claim or controversy arising out of or in connection with the purchase of the Products shall be resolved by arbitration in Palm Beach, Florida. This document incorporates all oral and written representations between the parties and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements either oral or written between the parties with respect to such subject matter. No amendment or modification may be made to this document unless in writing and duly executed by an authorized representative of AoN Implants. AoN Implants may subcontract, assign, or transfer its obligations or rights to a competent third party. Purchaser may not assign to transfer any of its obligations without the consent of AoN Implants.