1) Scope of Agreement
These Terms and Conditions (“Agreement”) govern all sales of medical devices (“Products”) by Ultrasound Solutions Corp. (“USC”) to the purchaser (“Customer”). By placing an order, Customer agrees to be bound by these terms.
2) Orders & Acceptance
All orders are subject to acceptance by USC. No order is binding until USC issues written confirmation. USC reserves the right to reject orders for any reason, including but not limited to supply constraints or regulatory compliance issues.
3) Pricing & Payment
a) Prices are as quoted by USC and are exclusive of applicable taxes, duties, and shipping costs unless otherwise stated.
b) Payment terms are as specified on USC’s invoice. Late payments will accrue interest at 3.5% per month or the highest amount permitted by law.
c) Customer is responsible for all taxes and fees, unless a valid exemption certificate is provided.
d) USC reserves the right to withhold shipment or cancel orders if Customer fails to make timely payments.
4) Shipping & Delivery
a) Delivery dates are estimates and USC is not liable for delays beyond its control.
b) Risk of loss passes to Customer upon USC’s delivery of the Products to the carrier.
c) Customer must inspect shipments upon receipt and notify USC of any damage or discrepancies within five (5) business days. Failure to do so constitutes acceptance of the shipment.
d) Shipping costs are the responsibility of the Customer unless otherwise agreed in writing.
5) Returns & Cancellations
a) Returns require prior written approval from USC and are subject to restocking fees.
b) Custom or special-order Products are not cancellable or returnable.
c) Cancellation requests must be submitted in writing and are subject to USC’s discretion. Cancellations may incur fees based on the status of the order.
6) Warranties & Disclaimers
a) USC warrants that Products will be free from material defects in workmanship and materials under normal use for a period specified by the manufacturer.
b) EXCEPT AS EXPRESSLY PROVIDED, USC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c) USC is not liable for damages resulting from misuse, neglect, or unauthorized modifications of the Products.
7) Limitation of Liability
USC’s total liability under this Agreement shall not exceed the total amount paid by Customer for the Products giving rise to the claim. In no event shall USC be liable for indirect, incidental, or consequential damages, including lost profits or business interruption.
8) Compliance & Regulatory Matters
a) Customer agrees to comply with all applicable laws, including but not limited to FDA regulations, HIPAA (where applicable), and other healthcare compliance requirements.
b) Customer represents that it will not resell or distribute the Products in violation of any U.S. export control laws or sanctions.
9) Indemnification
The Customer agrees to indemnify, defend, and hold harmless USC from any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorney’s fees, arising from the Customer’s improper use, resale, or distribution of the Products. This includes any modifications, alterations, or unauthorized changes made to the Products by the Customer or third parties. Furthermore, USC shall not be held liable for any issues caused by circumstances beyond their reasonable control, including but not limited to acts of nature, third-party actions, or regulatory changes.
10) Dispute Resolution
a) This Agreement shall be governed by the laws of the State of New York.
b) Any disputes shall first be resolved through mediation. If mediation fails, disputes shall be settled through binding arbitration in Nassau County, New York.
11) Force Majeure
USC shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, supply chain disruptions, or government actions.
12) General Provisions
a) This Agreement constitutes the entire understanding between USC and Customer and supersedes any prior agreements.
b) No modification is valid unless in writing and signed by both parties.
c) If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in full force and effect.