Terms & Conditions

1. Applicability

These Terms govern all sales and transactions between HealthTech Wound Care Inc. and the purchaser, applying to quotations, order confirmations, invoices, and deliveries.

2. Purchase Orders

Buyers must submit purchase orders per mutually agreed procedures. HealthTech reserves the right to accept or reject any Purchase Order at its sole discretion, and may modify or discontinue products without notice.

3. Products

a. Product Offerings

HealthTech offers wound care products as specified in sales confirmations. Specifications and availability are subject to change.

b. No Refunds / Exchanges

All sales are final. Refunds, returns, or exchanges are not permitted except for nonconforming products, delivery failures beyond thirty days, or circumstances agreed in writing.

c. Consigned Products

Consigned items remain HealthTech’s property until use and are governed by separate consignment agreements. Returns must be coordinated through sales representatives and returned unused in original packaging without damage.

d. Product Recalls

Buyers must cooperate fully with HealthTech during recalls initiated by HealthTech, manufacturers, or regulatory authorities such as the FDA.

4. Quantity

Ordered quantities are confirmed in sales confirmations. Over-runs and under-runs up to 10% are considered acceptable fulfillment.

5. Prices and Payment Terms

a. Pricing

Prices stated in sales confirmations are subject to change before acceptance and exclude taxes, shipping, and other fees unless specified.

b. Payment Terms

Payment is due net thirty (30) days from the date of shipment unless otherwise agreed. Late payments may incur 1.5% monthly fees on outstanding balances.

c. Cancellation and Restocking Fees

Cancellations incur 10% for unshipped products, or full price plus 25% for shipped products with unshipped portions.

d. Taxes

Buyers are responsible for applicable taxes unless providing valid exemption certificates.

e. Responsibility for Payment

Buyers bear sole payment responsibility, regardless of third-party reimbursement. HealthTech does not obtain reimbursement on buyers’ behalf.

6. Delivery and Shipping

a. Delivery Terms

Delivery dates are estimates and not guaranteed. HealthTech is not liable for delays due to circumstances beyond its control.

b. Shipping

Products ship EXW (Incoterms® 2020) from HealthTech’s facility unless otherwise agreed. Buyers pay shipping and obtain necessary import licenses.

c. Risk of Loss

Risk of loss transfers upon carrier delivery. HealthTech bears no responsibility for transit damage or loss.

7. Title and Risk of Loss

Title and risk transfer to the Buyer upon carrier delivery. Storage costs for refused deliveries are the Buyer’s responsibility.

8. Inspection and Acceptance

Buyers must inspect products upon receipt and report nonconformities in writing within five calendar days. Failure to do so constitutes acceptance.

9. Warranty Disclaimer

Products are sold “AS IS.” HealthTech disclaims all warranties, express or implied, including but not limited to merchantability and fitness for a particular purpose.

a. Limited Warranty for Tissue Products

Amnion-based tissue products warrant compliance with applicable laws and standards for one year from shipment, with a minimum two-year shelf-life.

10. Vendor Communication

Buyers may not contact HealthTech vendors, manufacturers, or suppliers without prior written authorization. Unauthorized contact may constitute material breach.

11. Representations and Indemnification

Each party represents authority to enter these Terms. Buyers indemnify HealthTech against claims arising from negligence, product misuse, or legal non-compliance.

12. Limitation of Liability

HealthTech’s liability is limited to the product purchase price. HealthTech is not liable for indirect, incidental, or consequential damages.

13. Intellectual Property

Product sales grant no rights to HealthTech’s intellectual property. Trademark use requires prior written consent.

14. Force Majeure

HealthTech is not liable for delays or failures due to events beyond its control, including but not limited to natural disasters, labor disputes, or governmental actions.

15. Compliance with Laws

Both parties must comply with applicable laws and regulations, including export and import requirements.

16. Confidentiality and Data Protection

Buyers must not transmit confidential or protected health information to HealthTech without authorization. Unauthorized transmission requires immediate notification and cooperation in remediation.

17. Governing Law and Dispute Resolution

These Terms are governed by Illinois law. Disputes resolve in state or federal courts in Cook County, Illinois. Both parties waive jury trial rights.

18. Miscellaneous

• No Third-Party Beneficiaries: These Terms do not confer third-party rights.
• Notices: All notices must be written and delivered to addresses in sales confirmations.
• Severability: Invalid provisions do not affect remaining provisions.
• Entire Agreement: These Terms constitute the complete agreement and supersede prior arrangements.
• Amendments: Amendments require written signatures from both parties.