Terms and Conditions of Sale
The following provisions set forth the terms and conditions on which Checkpoint Surgical sells its products.
Terms of Sale: Purchase of any products sold by Checkpoint Surgical shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by Checkpoint Surgical. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and, except for delivery and billing addresses, and quantities, prices and items ordered, any conflicting or additional terms are void and have no effect. Notwithstanding the foregoing, Checkpoint Surgical reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of Checkpoint Surgical may be applicable with respect to certain products.
Prices: All pricing quotes must be documented in writing by Checkpoint Surgical to be valid. Prices quoted, unless otherwise stated, refer to purchase of full box quantities. All prices are firm for 60 days from the date quoted except in cases where a longer term is agreed to in writing by Checkpoint Surgical. Checkpoint Surgical reserves the right to change the prices and specifications of its products at any time without notice.
Tax Information: Any tax, assessment, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be paid by Buyer in addition to the price quoted or invoiced. If Checkpoint Surgical is required to prepay any such tax or fee, Buyer will reimburse Checkpoint Surgical. Buyer must provide Checkpoint Surgical with a resale/exemption certificate in order to avoid the payment of applicable taxes. Proof of exemption certification should be emailed to AR@checkpointsurgical.com
Payment: Payment terms are net 30 days from date of invoice. Credit card payments, checks and EFTs are accepted forms of payment. Buyer’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to Buyer will be applied against delinquent balances before payment or reimbursement is made.
Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If Checkpoint Surgical agrees with the billing dispute, Checkpoint Surgical will credit Buyer the amount of the agreed-upon billing dispute. All billing disputes must be made within one (1) months of the applicable invoice date, or will be deemed to be waived.
Checkpoint Surgical reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse Checkpoint Surgical for all costs and expenses it may incur in connection with collection of any amounts owed to Checkpoint Surgical or enforcement of its rights, including without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of collection agencies.
Returned Goods Policy: Product returns are subject to the following conditions:
1. All returns are subject to the prior authorization of Checkpoint Surgical, in its discretion. Buyer must notify Customer Service at 216-378-9107. The Return Request requires lot numbers, quantities and product numbers along with a specific reason for return. Customer Service will either authorize or deny the request for return. If authorized, a Return Goods Authorization (RGA) number will be provided.
Product returns will only be accepted from the original purchaser. Product returns will not be accepted from third party return companies. Unauthorized returns will be destroyed and no credit issued. All authorized returned goods must be shipped freight prepaid to the Checkpoint Surgical, except Checkpoint Surgical will pay freight costs for Product shipped-in-error.
2. All Products returned within 30 days of delivery are subject to a 25% restocking charge, except for Products shipped-in-error. No Products will be accepted for return after 30 days from the date of delivery.
3. Subject to paragraph 2 above, credit will be issued at the net purchase price for all authorized returns received:
a. Products have at least one year shelf-life remaining, or products with original expiration dating of eighteen months or less have at least six months shelf-life remaining.
b. Proper authorization has been obtained prior to return of products.
c. Products are in their original packaging.
d. Products are current inventory items.
e. The Products have been shipped and billed to Buyer by Checkpoint Surgical, and Buyer has paid for said Products.
4. Certain Products are not eligible for return. These are:
a. Products that have deteriorated because of improper storage, handling, abuse or other factors.
b. Products that have been opened, partly used or which the labels or seals have been removed or tampered.
c. Products that have been involved in a special promotion sale.
d. Broken, damaged or opened cases. Resealed cartons are not eligible for return.
e. Special products made to Buyer’s specification.
Expiration Date: On dated products, the expiration date is shown as a year and month and day, (e.g., August 26, 2012 is labeled as 2012-08-26) or month and year (e.g. August 2012 is labeled as 2012-08). In the latter format, the date of expiration is the last day of the given month, e.g., August 31, 2012.
Credits for returned goods are conditioned upon Checkpoint Surgical’s inspection and approval of such goods upon their return. If Checkpoint Surgical determines, in its discretion, that any returned goods are not eligible for return due to any of the reasons provided in paragraph 4 above, Buyer will not receive a credit, even if a Return document was issued. No advance credits will be accepted.
WARRANTY and LIMITATIONS: The Manufacturer, NDI Medical, LLC (NDI) warrants that this product has been manufactured, packaged, and tested with reasonable care and will be free from defects in workmanship and materials. NDI further warrants that the product will remain sterile for a period described on the product’s label, provided the original packaging remains intact. This product is for single-use only and is not intended or designed for reuse. This warranty shall not apply to product that has been re-sterilized, repaired, altered, or modified in any way, or to products that have been improperly stored or operated. Neither NDI nor Checkpoint Surgical will be liable for any incidental, special or consequential loss, damage, or expense resulting, directly or indirectly, from the use of the product. The sole obligation of NDI and Checkpoint surgical shall be to refund or replace, at its option, any device that NDI determines was defective at time of shipment if notice thereof is received before expiration date described on such product label. Buyer assumes all liability, whether based upon warranty, contract, negligence, or otherwise, for damage resulting from the handling, possession, use or misuse (including reuse) of this product. Because NDI has no control over the operation, inspection, maintenance, or use of its products after sale and has no control over selection of patients, THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATION ON THE PART OF THE SELLER. The remedies set forth in the Warranty and Limitations shall be the exclusive remedy available to any person. No agent, employee, or representative of NDI or Checkpoint Surgical has any authority to change any of the foregoing or assume or bind NDI or Checkpoint Surgical to any additional liability or responsibility in connection with this warranty. Buyer’s use of this product shall be deemed acceptance of the terms and conditions of this Warranty and Limitations.
1. Any required notices shall be given in writing, in the case of Checkpoint Surgical, at the address set forth below, and in the case of Buyer, at the address designated on Buyer’s purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail.
2. Except as expressly provided herein, no changes or modifications to, or waiver of, any of these terms and conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. Checkpoint Surgical’s failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and Checkpoint Surgical may, at its option, from time to time, exercise any of its rights or remedies.
3. These Terms bind Buyer and its successors and permitted assigns.
4. Checkpoint Surgical will use its reasonable efforts to fill orders, but Checkpoint Surgical shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Buyer agrees that in such events Checkpoint Surgical may allocate products among all purchasers as it deems reasonable, without liability. Checkpoint Surgical reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product.
5. The products are sold subject to Ohio law. These terms and any dispute or claim arising out of or relating to these terms or the sale of Products (“Claim”) shall be governed by and construed under Ohio law, notwithstanding its law of conflicts of law. If any Claim cannot be settled amicably between the parties, such Claim shall be tried by a court and not a jury. BUYER EXPRESSLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY SUCH CLAIM.
6. Checkpoint Surgical shall promptly deliver written notice or verbal, followed by written, notice of any recall of Product. Should the recall require Products be removed from the market, Checkpoint Surgical shall, to the extent reasonably possible and at Checkpoint Surgical’s option, replace any such recalled Products as soon as practicable with comparable Products not subject to such recall or repair any such recalled Products and return them to Buyer.
7. Buyer may not change, adulterate, obscure, remove or deface trademarks, tradenames or labels appearing on any Product of Checkpoint Surgical.
8. If the pricing offered by Checkpoint Surgical to a Buyer constitutes a discount or other reduction in price under Section 1128(b)(3)(a) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a), and C.F.R. § 1001.952(h), Buyer shall disclose the discount or reduction in price to the full extent required under any state or federal program that provides cost or charge-based reimbursement to Buyers for products. This act requires, among other things, that Buyer fully and accurately report on any claim or request for payment it submits to Medicare and Medicaid the actual purchase price paid by Buyer for products, net of any discounts, rebates or allowances provided hereunder. Buyer may also be required, upon request, to provide documentation of the discount or other reduction in price to the Secretary of Health and Human Services.
9. In all cases, all intellectual property rights in and to, and all technology relating to, the Products supplied to Buyer, their design and all improvements thereto or thereof, whether or not such Product, design or improvement is made pursuant to Buyer’s specifications or at Buyer’s expense shall be and remain the exclusive property of Checkpoint Surgical.
10. Any knowledge or information that Buyer may disclose to Checkpoint Surgical shall not be deemed to be confidential or proprietary information, and shall be acquired by Checkpoint Surgical free from any restriction.
11. Checkpoint Surgical shall not in any event be liable to Buyer for any indirect, incidental, special, punitive or consequential damages (including any damage for lost profits), or otherwise arising out of or in connection with furnishing of products, parts or service hereunder, or the performance, use of, or inability to use any products, parts or service, or otherwise, whether based in contract, warranty, tort, including without limitation, negligence, or any other legal or equitable theory. Checkpoint Surgical’s total liability for any claim or action shall not exceed the purchase price of the products out of which such claim or action arose.
12. Buyer acknowledges that it is familiar with the Safe Medical Devices Act of 1990 (the “Devices Act”) and the reporting obligations imposed on device users thereunder. In this regard, Buyer agrees to notify Checkpoint Surgical within ten (10) days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Buyer and/or Checkpoint Surgical (except for events representing an imminent hazard that require notification to the United States Food and Drug Administration (the “FDA”) within seventy-two hours, in which case, such notice will be delivered to the other party immediately). Buyer shall maintain adequate tracking for the products to enable Checkpoint Surgical to meet the FDA requirements applicable to the tracking of medical devices.
13. Buyer shall purchase the products for its own use only, and shall not resell the products to any other party. Buyer represents it has examined the product and that they are acceptable and clinically suitable for its intended purposes.
1. Freight charges will be billed to the Buyer’s account when requested, otherwise, freight charges will be prepaid and billed to the Buyer when orders are shipped via a transportation mode and carrier selected by Checkpoint Surgical, unless otherwise stated in an agreement.
2. Title and risk of loss or damage shall pass to Buyer on a FOB Destination basis.
For Order Placement: Checkpoint Surgical welcomes orders by telephone, fax, or email.
For telephone orders, please call 216-378-9107. Faxed orders should be sent to: 216-378-9116. For email orders: email@example.com
Checkpoint Surgical, Inc.
22901 Millcreek Blvd, Suite 110
Cleveland, OH 44122
Legal Notice CHECKPOINT SURGICAL Web Site
Welcome to the CheckpointSurgical.com web site. Checkpoint Surgical, LLC created and maintains this web site to provide information to and communicate better with physicians, patients, investors, and others who may be interested in learning more about Checkpoint Surgical and the products it offers. PLEASE READ AND REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE.
Your Acceptance of These Terms and Conditions
Please take a few minutes to carefully review these terms and conditions. By using this web site, you agree to these terms and conditions. If you do not agree, please exit and disregard the information contained herein. BY ACCESSING AND USING THIS WEB SITE YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS, USE OR DOWNLOAD MATERIALS FROM THIS WEB SITE.
Disclaimer: These Terms and Conditions May Change:
Checkpoint Surgical reserves the right to update or modify these terms and conditions at any time without prior notice. Your use of this web site following any such change constitutes your agreement to follow and be bound by the terms and conditions as changed. For this reason, we encourage you to review these terms and conditions every time you use this web site. These terms and conditions were last revised on October 8, 2009.
Copyright And Restriction On Use Of Material (Noncommercial Use):
Everything you see and hear on this site (the “Content”), including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is copyrighted under United States law and applicable international copyright laws and treaty provisions. The copyrights in the Content are owned by Checkpoint Surgical, LLC or by one of its affiliates, or by third parties who have licensed their materials to Checkpoint Surgical. The entire Content of this site is copyrighted as a collective work under United States law and applicable international copyright laws and treaties. Checkpoint Surgical owns the copyright in the selection, coordination, arrangement and enhancement of the Content.
You may download, store, print, and copy selected portions of the Content of this site, provided you:
1. Only use the Content you download for your personal, noncommercial use or to further your business dealings with Checkpoint Surgical
2. Do not publish or post any part of the Content on any other Internet site without obtaining the prior written consent of Checkpoint Surgical
3. Do not publish or broadcast any part of the Content in or on any other media without obtaining the prior written consent of Checkpoint Surgical
4. Do not modify or alter the Content in any way or delete or modify any copyright or trademark notices or notices of confidentiality
No right, title or interest in the downloaded Content is transferred to you when you download Content from this site. Checkpoint Surgical reserves all intellectual property rights in any Content you download from this site.
Except as expressly stated above, you may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge or in any other way transform or adapt all or any part of the Content of this site without first obtaining written permission from Checkpoint Surgical.
All of the trademarks, service marks and logos displayed on this web site (the “Trademark(s)”) are registered and unregistered trademarks of Checkpoint Surgical, one of its affiliates, or third parties who have licensed their Trademarks to Checkpoint Surgical or one of its affiliates. Except as expressly stated in these terms and conditions, you may not reproduce, display or otherwise use any Trademark without first obtaining written permission from Checkpoint Surgical.
Submissions (Information To Checkpoint Surgical):
Checkpoint Surgical welcomes your comments and feedback regarding this web site. All information and materials, including comments, ideas, questions, designs, and the like, submitted to Checkpoint Surgical through this web site will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. For this reason, we ask that you not send us any information or materials that you do not wish to assign to us, including any confidential information or any original creative materials such as product ideas, computer code, or original artwork.
By submitting information or materials to Checkpoint Surgical through this web site, you assign to Checkpoint Surgical, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in the information or materials you submit. Checkpoint Surgical will be entitled to use any information or materials you submit through this web site for any purpose whatsoever, without restriction and without compensating you in any way.
Links to Other Web Sites:
This site may contain hyperlinks to web sites that are not operated by Checkpoint Surgical. These hyperlinks are provided for your reference and convenience only, and do not imply any endorsement of the material on these third-party web sites or any association with their operators. Checkpoint Surgical does not control these web sites and is not responsible for their content. These third-party web sites (and the web sites to which they link) may contain information about uses of products that have not been approved or cleared by the Food and Drug Administration. Checkpoint Surgical does not endorse any “off-label” uses. These third-party web sites (and the web sites to which they link) may contain information that is inaccurate, incomplete, or outdated. You access and use these web sites (and the web sites to which they link) solely at your own risk.
Not a Substitute for Medical Advice:
The information provided on this site is not intended nor recommended as a substitute for professional medical advice. Do not use the information on this site as a substitute for professional medical advice. Always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on this site is intended to be for medical diagnosis or treatment. We do not offer personalized medical diagnosis or patient-specific treatment advice.
DISCLAIMER OF WARRANTIES:
THIS WEB SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, CHECKPOINT SURGICAL AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CHECKPOINT SURGICAL DOES NOT REPRESENT OR WARRANT THAT THIS WEB SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. CHECKPOINT SURGICAL DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OF THIS SITE IS FREE OF VIRUSES, WORMS OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. USERS ARE RESPONSIBLE FOR PROTECTING THEMSELVES BY INSTALLING, UPDATING AND RUNNING ANTI-VIRUS PROGRAMS. INFORMATION PUBLISHED ON THIS WEB SITE MAY BE INCOMPLETE OR OUTDATED AND MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. CHECKPOINT SURGICAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, CURRENCY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING THIS WEB SITE OR ANY INFORMATION PUBLISHED ON THIS WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY:
YOUR USE OF THIS WEB SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES, SHALL CHECKPOINT SURGICAL, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS WEB SITE OR YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THIS WEB SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS AND EVEN IF AN AUTHORIZED REPRESENTATIVE OF CHECKPOINT SURGICAL OR ITS AFFILIATES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Checkpoint Surgical, LLC harmless from any and all liabilities, costs, and expenses, including reasonable attorney fees, related to any violation by you of the terms and conditions of this Agreement.
Governing Law and Jurisdiction:
This web site is controlled and operated by Checkpoint Surgical from its offices within the United States. Any claim relating to, and the use of, this web site are governed by the laws of the State of Ohio, United States of America. By using this web site, you consent to personal jurisdiction in the federal and state courts of Ohio, for any action arising out of or relating to this web site or your use of this web site. The federal and state courts of Ohio, shall have exclusive jurisdiction over all such actions. If any part of this Agreement, its terms or conditions, is deemed to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between you and Checkpoint Surgical with respect to your access to and/or use of this web site.