Terms & Conditions
Orders are to be placed with the Customer Support Department of VIREN International Corp. or with its sales force, executives. However, orders will only be accepted by VIREN authorized representative and only on the condition that in the event of any conflicting, inconsistent and/or additional provisions in a Customer purchase order or other document, the within Terms and Conditions will supersede and prevail and such conflicting, inconsistent and/or additional provisions shall be of no force or effect; VIREN hereby objects to such other provisions or terms proposed by Customer By accepting delivery of products, and/or the performance of services, from VIREN, and/or by paying for same, Customer agrees that notwithstanding anything to the contrary in Customer’s own purchase order or other document. Customer accepts and agrees to the within Terms and Conditions, all of which constitute the sole and entire Agreement of VIREN and Customer, unless and to the extent modified and/or superseded by an agreement in writing signed by both Customer and an authorized representative of VIREN.
Prices are subject to change without notice. Yet, prices in effect at the time that an order is accepted will prevail. Written quotations are valid for 45 days unless otherwise specified. All applicable taxes, as well as shipping and/or handling charges, will be added to the invoice. Product delivered within the State of Florida will be charged the prevailing Florida State Sales tax unless we have an exemption certificate on file for the “Ship-to” entity.
Shipments are ESW Miami, FL or Drop-shipment from manufacturer’s country of origin. All controversies, disputes, and claims shall be adjudicated by a court of competent jurisdiction within the County of Miami-Dade, State of Florida or the United States District Court, Southern District of Florida, which courts shall have exclusive jurisdiction of such matters. All transactions by and between Customer and VIREN shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles. The invalidity or unenforceability of any of the within Terms and Conditions will not affect the validity or enforceability of any other or remaining Term or Condition hereof. The within Terms and Conditions apply to products that are supplied to Customer as samples or loans from VIREN. Amounts payable to VIREN for the purchase, lease, or rent of products and/or services are not subject to withholding, set-off, or counterclaim under any circumstances without prior written consent of VIREN.
VIREN accepts payment by personal, business, and cashier’s checks, most major credit cards, wire transfers and cash in U.S. funds only. Any checks returned by the bank to VIREN for insufficient funds will be charged a fee of $60 per check and payment will be required immediately by either credit card or wire transfer. All wire transfer fees must be paid by the Customer and should cover international fees at Customer’s end, so total net is posted at VIREN’s account. Prepayment to reserve orders is accepted, and financial agreements are available. VIREN established an accurate policy of compliance for payment due dates and accrued interests when the order is financed – VIREN complies with its obligations on delivery and installation dates for financed orders. CASH - Cash is only physically accepted at the office and should not be mailed to VIREN. All payments should be accompanied by an advice indicating what invoices and/or purchase orders are being paid. If no advice is received and Customer does not indicate where to apply payment within 30 days of payment, VIREN will apply payment to the oldest invoices, or it will be credited to the customer’s account.
5. Security Interest
Until Customer has paid VIREN in full for all products purchased pursuant to an order, VIREN shall have, and Customer hereby grants to VIREN, a security interest in all products purchased, pursuant to such order, and in all proceeds therefrom (including that which Customer receives as payment from an insurer or third party for or as a result of any damage to or loss of said products), to secure payment of the entire purchase price for all products sold, shipped and delivered to Customer pursuant to such order, and to secure all costs, expenses or other charges relating thereto which a re payable by Customer to VIREN. Customer is required to execute and deliver such documents, as required, and requested by VIREN, to perfect VIREN’s security interest(s). e.g., Financed Orders.
Although VIREN products are carefully packed to minimize in-transit damage, all shipments should be carefully examined upon receipt and if a product is damaged, Customer must document the nature and extent of the damage and immediately contact VIREN. If concealed loss or damage is discovered, Customer must retain all packing materials and immediately notify VIREN, requesting an inspection. If shipments are received short, Customer must contact VIREN’s Customer Support Department at once. VIREN reserves the right to make partial shipments on any Order. Invoices for partial shipments are payable upon receipt. VIREN is not liable for any damages caused by or attributable to delays and/or non-delivery due to any cause whatsoever.
7. RETURN POLICY
A return merchandise authorization (RMA) must be obtained from VIREN’s Customer Support Department prior to returning any products. When phoning or writing VIREN, for an RMA, the Customer Support Representative must be provided with: (1) Customer name and number, as it appears on the invoice; (2) the telephone number and the person to contact; (3) the applicable P.O. number; (4) the VIREN catalog number and, if applicable, the serial number for each product; and (5) the reason for the return. VIREN reserves the right to refuse or return any products sent back to VIREN without prior authorization of its Customer Support Department. Returns must be carefully packed and shipped pre-paid to VIREN, Attn: RMA number. VIREN’s Customer Support Department will provide the return address and the RMA number. When returning products, Customer should i nclude a copy of the original invoice or packing slip to ensure prompt issuing of credit. Full credit will only be issued for products that are returned within 30 days of invoice date and so long as such items are unused, in resalable condition and in their original product container. All products returned after 30 days from the date of invoice are subject to a 20% restocking fee. Shipping charges will be reimbursed, restocking fees will not be charged and full credit will be given if the return was due to an error on the part of VIREN. The following products may not be returned for credit or exchanged: (1) products held longer than 90 days from invoice date; (2) sterile packaged products where the package is opened and/or damaged; (3) discontinued products; (4) instruments that are etched or engraved by Customer; (5) products damaged by the Customer; (6) products purchased “as is” or as demo products; and (7) used products. In order to prevent the transmission of disease to the medical facilities’ and/or VIREN’s personnel, all products must be cleaned and then sterilized and/or disinfected before sending such products back to VIREN, who reserves the right to return unclean and contaminated products to the Customer. Additionally, if any product becomes damaged and is not immediately returned, VIREN assumes no responsibility or liability for Customer’s continued use of that damaged product. VIREN does not guarantee the performance and may decline to repair or accept for repair/exchange, any product that has been repaired, modified and/or altered by any person or entity other than VIREN or an authorized repair facility working exclusively with VIREN.
8. INSTALLATION, PREVENTATIVE MAINTENANCE, AND OTHER SERVICES
Subject to resource availability, VIREN may, in its sole discretion, (i) install and setup the product, perform preventative maintenance services, provide onsite or remote troubleshooting services and other services, (ii) provide software updates and (iii) provide loaners in case of back orders.
To the extent reasonable as to the complexity and quantity of products, VIREN will provide training regarding the proper use of products at or near the time of delivery or installation, as applicable. VIREN may also provide additional training regarding the proper use of products upon Customer’s request, in VIREN’s sole discretion and subject to availability of VIREN personnel and manufacturing partners.
10. REPAIR PROGRAM
If repairs become necessary, for other than damages incurred during initial shipment, the Customer must follow the RMA proced ure set forth in the "Return Policy" in Section 7, above. Warranty repairs will be made without charge (see "Warranty Policy," Section 11 below, for covered repairs). All other repairs are subject to VIREN's applicable standard repair or exchange charges. If requested, Customer will be advised of the estimated cost of the repair work or a product exchange before it is undertaken. All repairs carry a 90- day warranty. Exchange products carry the applicable VIREN product warranty. If the damaged product is not returned within thirty (30) days of receipt of the replacement product, Customer will be invoiced for the full list price of the replacement. Subject to the availability of product, VIREN may, in its sole discretion, provide Customer with loaner product while non-warranty repairs are being made. Subject to resource availability, VIREN may, in its sole discretion, perform minor non-warranty repairs without charge. VIREN reserves the right to refuse or return any product sent back without prior authorization of VIREN’s Customer Support Department.
11. WARRANTY POLICY
Except as otherwise provided herein and/or by the applicable warranty information for a specific product or type of product, all products are generally warranted to be in good working order at the date of delivery and free from defects in workmanship and materials for one (1) year from date of delivery. However, since some products carry a shorter or a longer warranty period, Customer should check with VIREN's Customer Support Department or product specific literature, instruction manual and/or labeling for the exact warranty period. Any such product(s) with a defect occurring during the applicable warranty period will be promptly replaced or, at the sole discretion of VIREN, repaired at no charge to Customer. Subject to availability of product, VIREN may, in its sole discretion, provide Customer with loaner product while the defective product is being replaced or repaired during warranty period. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND/OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS AND /OR OF SUITABILITY FOR A PARTICULAR PURPOSE, WITH RESPECT TO ALL VIREN PRODUCTS OR SERVICES. ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND/OR GUARANTEES, OF ANY TYPE, NATURE, OR EXTENT, BE IT IMPLIED, EXPRESS AND/OR WHETHER ARISING UNDER OR AS A RESULT OF ANY STATUTE, LAW, COMMERCIAL USAGE, CUSTOM, TRADE OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. Any contrary course of performance by and between the parties will not modify any representations and/or warranties set forth herein. VIREN neither assumes nor authorizes any person to assume for it any other liabilities in conjunction with and/or related to the sale and/or use of its products. To ensure proper use, handling and care of VIREN products, Customer should consult the product specific literature, instruction manual, and/or labeling included with the product or otherwise available. Repairs, modifications, or alterations of VIREN products, performed by any person or entity, other than by VIREN or an authorized repair facility of VIREN, nullifies and otherwise voids all applicable VIREN warranties. Repair or replacement of a VIREN product shall not extend the term of any applicable warranty. The remedies provided herein are Customer's exclusive remedies under this Warranty Policy.
12. LIMITATION OF LIABILITY
VIREN is not liable, either directly or by way of express or implied indemnity, for: (1) any damages which might arise or be caused, whether by the Customer or by any of the users of the products provide d by VIREN, as a result of, in connection with, or otherwise attributable to: (a) misuse, abuse, mishandling and/or improper operation and/or storage; (b) repairs, servicing, modifications and/or alterations performed by any person or entity, other than VIREN or an authorized repair facility of VIREN; (c) use in combination with adaptors, accessories and/or equipment from other manufacturers unless authorized or recommended by VIREN , (d) use in any manner other than those for which such products are designed and are otherwise intended to be used, or (e) a failure to comply with power and groundling specifica tions provided by VIREN and, (2) any special, incidental, consequential, punitive, exemplary or indirect damages, including but not limited to alleged damages for delayed shipment, non-delivery, product failure, product design or production, inability to use such products or services, loss of future business (lost profits), or from any other cause, whatsoever, in connection with or arising from the purchase, sale, lease, rental, installation or use of VIREN products, even if VIREN has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND DISCLAIMERS OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE LIMITATIONS AND/OR EXCLUSIONS, SET FORTH IN THESE TERMS AND CONDITIONS, MAY NOT APPLY. IN THAT EVENT, VIREN’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW IN THE SUBJECT JURISDICTION.
13. DISCOUNTS AND REBATES
The dollar value of discounts and rebates (if any) provided by VIREN to Customer are intended to be discounts or reductions in price described in and in accordance with 42 U.S.C. Section 1320a - 7b(b)(3)(A) and 42 C.F.R. Section 1001.952(h). Customer has an obligation to accurately record and may have an obligation to report all such reductions in purchase price to the Department of Health and Human Services (“DHHS”) or other federal agency, state agencies, or other payers, as applicable. Customer acknowledges that this section is sufficient to effectively advise Customer of its obligations under applicable federal and state laws and regulations.
14. SOFTWARE OWNERSHIP AND LICENSING
With respect to products provided by VIREN and/or its affiliated/related entities (collectively, VIREN CORP) and containing software components, Customer is granted a non-exclusive, limited, non- transferable license (the “License”) to use the programmed logic, computer programs and/or software, including software developed by or on behalf VIREN (“VIREN Software”) and/or software developed by or on behalf of a third party (“Third Party Software”) (collectively, “Software”) embedded in, or for use in conjunction with, such products, internally, but only in the form in which delivered to Customer and for the sole purpose of operating in accordance with VIREN' written instructions for the products provided to Customer (and for no other product or purpose). The Software, and all modifications, enhancements, and upgrades thereto, will, at all times, remain the property of VIREN or the applicable third party. Customer may not duplicate, copy, reverse-engineer, de-compile, or disassemble the Software or in any way modify the Software. Customer has no right to, and may not, create derivatives of the Software, and Customer may not attempt to copy, create, or re-create the source code of the Software. Any and all such modifications or enhancements to the Software by Customer, in contravention of this License, will immediately become the sole property of VIREN. Customer hereby acknowledges and agrees that (i) the purchase, lease or other acquisition of products does not constitute a transfer of the Software, (ii) the Software is the property of VIREN or the applicable third party, (iii) Customer neither owns nor acquires any interest in any copyright, patent or other intellectual property right in or to the Software as a result of such purchase, lease or other acquisition of products, (iv) VIREN, or the applicable third party, retains and owns all right, title, and interest in and to the Software and the ownership rights therein, at all times, regardless of the form or media in or on which the original or other copies of the Software may exist, and (v) by using the products, Customer is subject to, and is bound by, the terms of any separate third-party license agreement relating to the Third Party Software. In the event of a failure of Customer or its agents, employees, or representatives, to comply with any terms and conditions of the License herein granted, the License will, without any further action by VIREN or any other party, immediately end and terminate.