Download our Standards of Conduct, Policies, and Procedures here.
TERMS AND CONDITIONS OF US SALE
Payment. Unless otherwise provided in the Agreement, final payment is due no later than 30 days from the date of the invoice. Interest may be charged at a rate of 1.5% per month on any amounts remaining unpaid after 30 days of when such amounts are due, at Veniti’s sole discretion. Prices and Taxes. The price of the Product shall be the price set out in the Quotation, or, if no price is specified, the price set out in Veniti’s published price list in force as at the date of delivery. Unless otherwise agreed to by the parties as set forth in the Quotation, all prices are exclusive of shipping and insurance. All prices are exclusive of any and all sales, use, value added tax (VAT) or other taxes, shipping charges, insurance, customs duties, import taxes and other charges, all of which shall be the obligation of Purchaser. Purchaser agrees that it shall not disclose the pricing of the Product to any third party.
Shipment; Title. Shipment of Products shall be scheduled as mutually agreed upon between Purchaser and Veniti. Unless otherwise provided, shipments will be made via two day express via a common carrier. Purchaser may request shipment via another carrier or on an expedited basis; provided that Purchaser shall be responsible for paying any additional charges associated with such other carrier or expedited shipment. Unless otherwise agreed, title to and risk of damage or loss of the Product passes to Purchaser on delivery of the Product by Veniti to the carrier. In the event Seller agrees to any other delivery terms, title shall pass upon loading of the product onto the common carrier at Seller’s dock. Purchaser shall be responsible for procuring insurance for the transportation and shipment of the Product, if desired by Purchaser, and any claims for damage or loss occurring during the shipment of the Product shall only be made by the Purchaser to the applicable carrier or insurance company.
Authorized Use; Prohibition on Reselling and Export. Purchaser is not authorized to distribute or re-sell the Product to third parties or the general public.
Warranty. THE PRODUCT PROVIDED HEREUNDER IS INVESTIGATIONAL IN NATURE. Veniti warrants that the Product will be free of defects in material and workmanship with respect to the Product’s manufacture and assembly until the expiration date marked or labeled on the Product; provided, however, Veniti makes no warranties or representations concerning the reliability, effectiveness, accuracy, performance, or operation of the Product which is provided “AS IS” under this Agreement. Veniti does not warrant the Product for any use other than for the Product’s intended and approved use. THE FOREGOING WARRANTY IS PROVIDED BY VENITI IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT POSSIBLE. IN NO EVENT SHALL VENITI HAVE ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF VENITI HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL VENITI’S LIABILITY TO PURCHASER FOR ANY BREACH OF THESE TERMS AND CONDITIONS EXCEED THE AGGREGATE PRICE OF THE PRODUCTS PURCHASED BY PURCHASER PURSUANT TO THIS AGREEMENT. THE REMEDY STATED ABOVE IS THE EXCLUSIVE REMEDY FOR BREACH.
Remedy. In the event that a Product is defective and notice of the defect is received by Veniti prior to the end of the applicable warranty period, Veniti will, at its option, replace the defective product (and any such replacement shall be at no charge to Purchaser), or credit Purchaser with the purchase price paid, which shall be the sole remedy available to Purchaser under this Agreement. No other remedies (including, but not limited to, incidental or consequential damages for lost profits, lost sales, or any other incidental or consequential loss) shall apply to the sale of the product to Purchaser.
Returns. No Product may be returned by Purchaser to Veniti without Veniti’s prior written consent and authorization by Veniti by provision of a Returned Goods Authorization Number (RGA). Any returns may incur a restocking fee of up to 20% of the purchase price of the returned Product. Except for any warranty claims as described above, all sales of Product shall be deemed final. Purchaser shall bear the risk of loss or damage during transit of returned Products.
Adverse Event Reporting. Purchaser agrees to immediately notify Veniti in writing of any complaints or incidents relating to the Product and to provide such relevant details as are requested by Veniti to the extent Purchaser is able to legally do so without violating any applicable Laws pertaining to patient confidentiality.
Indemnification. Purchaser shall indemnify and hold Veniti and its officers, directors, shareholders, subsidiaries, affiliates, employees, agents, successors and assigns harmless from and against any and all claims, demands, liabilities, suits and expenses (including reasonable attorneys’ fees) arising from or related to: (i) the violation of or failure to comply with, or the failure to ensure the parties’ compliance with, any Laws by Purchaser or its employees and agents, (ii) any act, omission, fault or negligence of Purchaser and its employees and agents in connection with this Agreement or the Product, or (iii) any loss arising from infringement of Veniti’s Intellectual Property. Veniti makes no representations or promises concerning indemnification of Purchaser except as set forth in these Terms and Conditions.
Disputes. This Agreement and the legal relations of the parties shall be interpreted and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles. Each party acknowledges that, in the event of a breach of any portion of this Agreement, the other party may immediately resort to appropriate proceedings to obtain an interim, interlocutory and permanent injunction order as soon as possible.
Disputes arising out of or in connection with this Agreement shall be finally settled through the American Arbitration Association under its arbitration rules. Any such mediation or arbitration will be held in Missouri, or any other location mutually agreed in writing by the parties. Any decision of an arbitrator shall be binding on the parties, and either party may seek enforcement of any such decision in any court of competent jurisdiction. Each party will be responsible for its own legal fees, but will equally share the costs incurred in mediation and/or arbitration, unless the arbitrator awards costs or attorneys’ fees, or both, to the prevailing party as a part of the arbitration decision; the arbitrator shall specifically identify the “prevailing party” for this purpose in the arbitration award. All arbitration and other related legal proceedings, and all rulings and awards, must be conducted in the English language. The parties agree to keep confidential the existence and details of any proceedings under this section, including the parties’ submissions and evidence, and any awards (their content, reasons and result), except to the extent that such documents or information are in the public domain or disclosure is legally required or is necessary to pursue a legal right or remedy relating to any award or this Agreement.
In the event of any dispute, the prevailing party shall be entitled to recovery of its reasonable attorney’s fees. The prevailing party shall be specifically determined by the arbitrator in any arbitration award.
Force Majeure. Veniti shall not be responsible, in any manner, for any failure or delay in the performance of any of its obligations hereunder caused by a strike, lockout or other industrial disturbance, act of public enemies, any government action, any civil or military action, insurrection, riot, landslide, hurricane, drought, fire, earthquake, explosion, flood, storm, act of God, embargo, delay in transportation or any other cause or event not reasonably within Veniti’s control.
Notices. Any notice to be provided under this Agreement shall be in writing and delivered to the address on the face of this document.
Severability. The provisions of these Terms and Conditions are severable and if any one or more such provisions are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions or portions of these Terms and Conditions shall nevertheless be binding on and enforceable by and between the parties hereto.
Complete Agreement and Controlling Document. These Terms and Conditions represent the entire contract between the parties. This writing constitutes the final expression of the parties’ agreement, and it is a complete and exclusive statement of the terms of that agreement, superseding all prior verbal or written agreements. If there is a conflict between or among the terms, covenants, conditions or provisions of these Terms and Conditions and any other document, these Terms and Conditions shall control.