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Terms And Conditions Of Sale

 

Definitions: In these terms -"Seller" means the seller of the Goods as defined herein; "Buyer" means the entity purchasing the Goods, including any successors thereof; "Goods" means the goods, products and materials manufactured, imported, supplied and/or delivered for or by Seller to Buyer, as such were approved by Seller in reply to Buyer's order. "Contract" means the contract for the supply of Goods which have been ordered by Buyer and specified in Seller's Invoice and or Order Confirmation, which contract is concluded based on these Terms and Conditions of Sale unless otherwise specified in the Approval of Order.

 

2. Payment: Payment for Goods shall be due on or prior to the delivery date of Goods and no discount may be taken. Payments received after the due date specified in the invoice shall bear a service charge of 1.5% per month.  All payments shall be made in U.S. dollars. 

 

3. Prices, Duties and Taxes: Unless otherwise noted, items sold by Titan Implants Inc. are subject to sales tax in the state of New Jersey (select states) in accordance with the applicable laws of that state. Items sold in all states are subject to Medical Device Excise Tax.

 

4. Delivery: Delivery dates noted on the Invoice and or Order Confirmation are subject to reasonable adjustment. All delivery shall be done by Federal Express and the cost shall be included in the Invoice as part of the Buyer's cost. Risk associated with the Goods shall pass to Buyer on delivery; provided however, that where delivery is delayed due to circumstances caused by or within the responsibility of Buyer, risk of loss shall pass to Buyer upon Seller's notification that Goods are ready for dispatch or when Federal Express first makes an attempt at delivery of the goods at the address specified in the Invoice and or Order Confirmation. All charges, expenses or taxes associated with the delivery shall be paid by the Buyer.

 

5. Warranty: This warranty is limited by and subject to Buyer's use and application of the Goods. Unless otherwise restricted by mandatory applicable law, THE WARRANTY SET FORTH HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR USE AND FOR PURPOSE, ANY ADVICE AND RECOMMENDATION AND ANY OBLIGATIONS OR LIABILITIES WHICH MAY BE IMPUTED TO SELLER, ANY AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, DENIED AND EXCLUDED. BUYER EXPRESSLY AGREES THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY BUYER AND/OR BY ANYONE ACTING ON BUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROM BUYER, NOR THAT WILL ANY SUCH WARRANTY BE VALID. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, USE OR HANDLING OF ANY AND ALL GOODS SPECIFIED OR CONTEMPLATED BY THIS CONTRACT. NO WARRANTY IS MADE WITH RESPECT TO ANY OF THESE GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER INSTALLATION, IMPROPER MAINTENANCE, ABUSE OR MISUSE.

 

6. Claims and Liability:

a) Unless Seller shall within 7 working days after delivery of the Goods, receive from Buyer written notice of any matter or thing by reason whereof it is alleged that Goods are not in accordance with the Contract. Goods delivered shall be deemed and presumed to have been supplied, delivered and accepted in all respects in full conformity with the Contract and Buyer shall be entitled neither to reject the same nor to raise any claim for damages or for other remedy in respect of any alleged negligence and/or breach of warranty and/or any condition.

b) In any claim, brought subject to the conditions above, Buyer must prove to the satisfaction of Seller that it followed Seller's instructions for use, care, storage, maintenance, handling and application of the Goods. In addition if there is a claim by Buyer, Buyer must first contact the Seller to discuss the situation and give Seller and Seller's agents/employees full access to the goods to have them inspected for the alleged defects within one week of such complaint being made.

c) Unless otherwise specifically restricted by mandatory applicable law, Seller's liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either

(i) the replacement of the Goods or the supply of equivalent goods;

(ii) the repair, or payment of the cost of repair, of the Goods; or

(iii) credit in an amount equal to the purchase price specified in Seller's pertinent invoice, or in an amount of equivalent goods, all at Seller's sole option.

Buyer acknowledges that the remedy available to him as specified herein, is in lieu of any remedies that may be otherwise available to him, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of Goods, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary.

d) Buyer, for himself and for any other party which may claim either under or through Buyer, or independently of Buyer, including Buyer's employees, directors, officers, representatives, affiliates and personnel, shall indemnify and hold Seller harmless, from and against any claim or liability for damages for negligence including but not limited to, any claim in connection with the design, manufacture, use, care, storage, delivery, application or maintenance of any Goods sold hereunder, whether alleged to have been committed by Seller or by any other person whatsoever. Buyer's undertaking as specified in this subsection shall extend and inure to the benefit of Seller and of Seller's successors at any time, as well as to Seller's affiliates, personnel, representatives, managers, directors and officers. Nothing contained herein shall take effect to exclude or limit liability where liability may not be excluded or limited under applicable law, including, without limitation, for death, personal injury and fraudulent misrepresentations.

e) Any and all warranties, undertakings, guarantees or assurances provided herein by Seller, are specifically limited to Buyer herein who name is specified on the Invoice and or Order Confirmation, and not imputed by Seller, whether directly or indirectly, expressly or impliedly, to any other person or entity, including any subsequent buyer or user, bailee, licensee, assignee, employee and agent of Buyer.

 

7. Default: Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach or anticipated breach by Buyer of any Contract with Seller, or if Buyer shall either

a) become insolvent,

b) call a meeting of its creditors, or

c) make any assignment for the benefit of creditors, or if

d) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer, then, in each such occasion, Seller may, at its sole discretion, opt to

(i) cancel this and any other Contract with Buyer (without waiving any of Seller's rights to pursue any remedy against Buyer);

(ii) claim return of any Goods in the possession of Buyer, the title of which has not passed to Buyer, and enter Buyer’s premises (or the premises of any associated company or agent where such Goods are located), without liability for trespass or any alleged damage, to retake possession of such Goods;

(iii) defer any shipment hereunder;

(iv) declare forthwith due and payable all outstanding bills of Buyer under this or any Contract; and/or

(v) sell all or part of the undelivered Goods, without notice at public and/or on private sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to Seller for any shortfall in the discharge of the amounts due to Seller.

 

8. Cancellation

a) For all orders: To cancel an order, call Titan’s Customer Service Department during our business hours Monday through Friday as soon as possible after order is placed. All orders should be cancelled before 3pm EST. Orders placed after 3pm EST cannot be cancelled.  

b) For all special orders: The Buyer recognizes that for any special orders or goods that are tailored made to the Buyer's specifications, and thus once an Order is placed it may not be cancelled except with Seller's prior written consent, on terms which will compensate Seller for any resulting losses.

 

9. Return Policy: Our Return Policy is available at titanimplants.com/returns

 

10. Entire Agreement: This Contract merges the entire terms and conditions for sale of the Goods. In the event of any conflict between the terms herein and any provisions included in the Invoice and or Order Confirmation, the latter shall govern and prevail. Subject to the foregoing, nothing specified in, or referred to by, any other document, record or instrument whatsoever, which relates to and/or which otherwise subsists in connection with the sale of Goods herein, whether expressly or impliedly, including any written order, request or other standard or specific terms of any entity, shall or may be interpreted to attribute to Seller and/or to Seller's affiliates or representatives (i) any liability, obligation, commitment and/or undertaking, and/or (ii) any waiver in connection with or of any right, whether contractual, proprietary, in-personam and/or equitable, including but not limited to, any and all intellectual property rights in connection with the Goods, which are and shall always remain in the Seller's exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods hereunder and whether the Goods shall be standard Goods or manufactured to a specific order. The Buyer shall refrain at all times and for whatever purpose from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether directly or indirectly. No modification or waiver of any provision hereof shall become valid and effective except upon a written instrument duly signed beforehand by Seller. No waiver by either party of any default of the other party shall be deemed a waiver of any subsequent or other default. 

 

11. Law and Arbitration: This Contract shall be governed by and construed in accordance with the laws of the State of New Jersey and the jurisdiction and venue of Bergen County, New Jersey. 



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