LeMaitre Vascular, Inc. (“Seller”) Standard Terms and Conditions
- Acceptance. Seller offers for sale to the customer (“Buyer”) the products ordered by Buyer (“Products”) on the express condition that Buyer agrees to accept and be bound by these standard terms and conditions (“Agreement”). Buyer acknowledges and accepts that Seller expressly rejects any terms stated in any proposal, acknowledgement, purchase order, confirmation or other document or communication related to any order of Products, and shall not be binding or have any effect on Seller. If these terms and conditions differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products constitutes Buyer’s acceptance of this Agreement. However, if a separate, written contract exists between Seller and Buyer that contemplates the sale of the Products to Buyer, then those written contract terms shall govern the sale of the Products to Buyer to the extent inconsistent with this Agreement.
- Pricing. The quoted invoice prices for Seller’s Products do not include shipping, handling, insurance, duties, or any taxes due. Buyer shall pay any present or future excise, sales, use or similar tax and other governmental charges, unless Buyer provides Seller with a tax-exempt certificate acceptable in the appropriate taxing jurisdiction prior to shipment of the Products. Buyer agrees to indemnify Seller against liability for payment of such taxes. Product prices are subject to change without prior notice.
- Payment Terms. Seller must receive payment within thirty (30) days of the invoice date. If Buyer fails to pay any amounts due within thirty (30) days of the invoice date, Buyer shall be subject to a late payment charge, accruing on a monthly basis from the date payment should have been received, of 1.5% per month during the period of delay, or the maximum allowed by applicable law, whichever is less.
- Shipping. Products will be shipped free on board at Seller’s shipping point. The risk of loss or damage and title to Products passes to Buyer upon shipment from Seller’s facility.
- Return Policy. Buyer may return Products, subject to the restrictions in Seller’s return policy found at Return Policy.
- Security Interest. Buyer hereby grants to Seller a purchase money security interest in the Products to secure payment of all amounts from time to time due and consents to Seller’s filing of UCC-1 Financing Statements as may be necessary to perfect this interest.
- Limited Warranty. Seller warrants that reasonable care has been used in the manufacture of the Products. Except as explicitly provided herein, SELLER AND ITS EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, AND AGENTS MAKE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND HEREBY DISCLAIM THE SAME. SELLER FURTHER DISCLAIMS RESPONSIBILITY FOR ANY MEDICAL COMPLICATIONS, INCLUDING DEATH, RESULTING FROM THE USE OR IMPLANTATION OF THE PRODUCTS. Seller makes no representation regarding the suitability of a Product for any particular treatment. This determination is the sole responsibility of Buyer. Seller does not warrant that the Products will be error free or that the body will not react adversely to the Products. Buyer is responsible for reviewing all applicable inserts, labels, instructions for use and other information made available by the Seller for the Products. Technical Product training, if any, is provided only as a courtesy, and Seller assumes no responsibility or liability for the content of the instruction. This limited warranty does not apply to the extent of any Acts of God, abuse or misuse of any Product, modification to any Product, use of any Product not in accordance with its instructions for use, or failure to properly store any Product by Buyer or any third party. The only remedy for a breach of this limited warranty shall be replacement of, or refund of the purchase price for, the applicable Product (at Seller’s sole option) following Buyer’s return of the Product to Seller. This limited warranty, with respect to any Product, shall terminate on the expiration date of such Product, unless an earlier date is specified in a Product’s instructions for use or manual, in which case it will terminate on such earlier date.
- Limitation of Remedies. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SELLER WITH RESPECT TO ANY SINGLE DEVICE, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED ONE THOUSAND DOLLARS (US$1,000.00), REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THESE LIMITATIONS ALSO APPLY TO ANY THIRD-PARTY CLAIMS.
- Force Majeure. Seller shall not be liable for failure to perform due to circumstances beyond its control. During such circumstances Seller’s obligation to perform shall be suspended. Seller shall have additional time to perform as may be reasonably necessary under the circumstances. However, Buyer’s obligation to pay for delivered Products is never suspended. If Seller is unable to produce sufficient product to meet all demands, Seller shall have the right to allocate product among its customers in its sole discretion.
- Governing Law and Venue. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law principles. Any dispute hereunder must be brought in Massachusetts and Buyer consents to the jurisdiction of the federal and state courts located in Massachusetts.
- Entire Agreement. This Agreement, including any additional terms as stated in Section 1 “Acceptance”, are the complete and exclusive Agreement between Seller and Buyer regarding Products purchased by Buyer. This Agreement does not convey any interest in any intellectual property such as patents, trademarks or copyrights other than the right to use the Products.