HealthTech Wound Care Inc. – Terms and Conditions
1. Applicability
These Terms and Conditions (“Terms”) govern all sales and transactions between HealthTech Wound Care Inc. (“HealthTech”) and the purchaser (“Buyer”). They apply to all quotations, order confirmations, invoices, and deliveries of products and services provided by HealthTech.
2. Purchase Orders
Buyers shall submit purchase orders (“Purchase Orders”) in accordance with procedures mutually agreed upon in writing. HealthTech reserves the right to accept or reject any Purchase Order at its sole discretion and may modify or discontinue products without prior notice.
3. Products
a. Product Offerings
HealthTech offers a range of wound care products (“Products”) as specified in each sales confirmation. Product specifications and availability are subject to change.
b. No Refunds / Exchanges
All sales are final. Refunds, returns, or exchanges are not permitted except in cases of:
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Nonconforming Products (as defined below),
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Failure by HealthTech to deliver Products within thirty (30) days of payment, unless otherwise agreed in writing,
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Other circumstances agreed upon in writing between the parties.
c. Consigned Products
“Consigned Products” are Products provided to the Buyer for storage under proper conditions, with HealthTech retaining ownership until use. Consigned Products are governed by a separate consignment agreement. Returns must be coordinated through the assigned sales representative and returned unused, in original packaging, without damage or additional labels.
d. Product Recalls
In the event of a recall initiated by HealthTech, a manufacturer, or a regulatory authority such as the FDA, the Buyer agrees to cooperate fully with HealthTech to effectuate the recall. HealthTech will manage the administrative aspects of any such recall.
4. Quantity
Quantities of Products per order will be confirmed in each sales confirmation. Over-runs and under-runs may vary by up to 10% of the ordered quantity and will be considered fulfillment of the order.
5. Prices and Payment Terms
a. Pricing
Prices are as stated in each sales confirmation and are subject to change prior to acceptance. Prices do not include taxes, shipping, or other fees unless specified.
b. Payment Terms
Payment is due net thirty (30) days from the date of shipment unless otherwise agreed in writing. Late payments may incur a fee of 1.5% per month on the outstanding balance.
c. Cancellation and Restocking Fees
Cancellation of orders may be subject to restocking fees:
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10% of the purchase price for Products not yet shipped,
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Full price for shipped Products plus 25% of the price for unshipped Products.
d. Taxes
Buyers are responsible for all applicable taxes unless a valid exemption certificate is provided.
e. Responsibility for Payment
Buyers are solely responsible for payment, regardless of reimbursement from third-party payors. HealthTech is not responsible for obtaining reimbursement on behalf of the Buyer.
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
Unless otherwise agreed, Products are shipped EXW (Incoterms® 2020) from HealthTech’s facility. Buyers are responsible for shipping costs and obtaining necessary import licenses.
c. Risk of Loss
Risk of loss passes to the Buyer upon delivery to the carrier. HealthTech is not responsible for damage or loss during transit.
7. Title and Risk of Loss
Title and risk of loss transfer to the Buyer upon delivery to the carrier. If the Buyer fails to accept delivery, HealthTech may store the Products at the Buyer’s expense.
8. Inspection and Acceptance
Buyers must inspect Products upon receipt and notify HealthTech in writing of any nonconformity within five (5) calendar days. Failure to do so constitutes acceptance of the Products.
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
For amnion-based tissue Products, HealthTech warrants compliance with applicable laws and standards for one (1) year from shipment. Shelf-life is at least two (2) years from the shipment date.
10. Vendor Communication
Buyers shall not contact HealthTech’s vendors, manufacturers, or suppliers without prior written authorization. Unauthorized contact may be considered a material breach of these Terms.
11. Representations and Indemnification
Each party represents that it has the authority to enter into these Terms. The Buyer agrees to indemnify HealthTech against any claims arising from the Buyer’s negligence, misuse of Products, or failure to comply with applicable laws.
12. Limitation of Liability
HealthTech’s liability is limited to the purchase price of the Products. HealthTech is not liable for indirect, incidental, or consequential damages.
13. Intellectual Property
The sale of Products does not grant the Buyer any rights to HealthTech’s intellectual property. Use of HealthTech’s trademarks 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 agree to comply with all applicable laws and regulations, including export and import laws.
16. Confidentiality and Data Protection
Buyers shall not transmit confidential or protected health information to HealthTech unless authorized by a separate agreement. In the event of unauthorized transmission, the Buyer must notify HealthTech immediately and cooperate in remediation efforts.
17. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Illinois. Any disputes shall be resolved in the state or federal courts located in Cook County, Illinois. Both parties waive the right to a jury trial.
18. Miscellaneous
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No Third-Party Beneficiaries: These Terms do not confer rights to any third parties.
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Notices: All notices must be in writing and delivered to the addresses specified in the sales confirmation.
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Severability: If any provision is found invalid, the remaining provisions remain in effect.
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Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior agreements.
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Amendments: Any amendments must be in writing and signed by both parties.
