Terms & Conditions
Updated: January 1, 2023
1. ORDERS
1.1 Placing Orders: Customers are required to place their orders through the Customer Support Department of VIREN International Corp. or via its authorized sales representatives. Only orders authorized by VIREN representatives will be accepted. 1.2 Superseding Provisions: It is imperative to acknowledge that, in the event of any conflicting, inconsistent, or additional provisions within a Customer's purchase order or any other document, the terms and conditions outlined herein shall supersede and prevail. Such conflicting, inconsistent, or additional provisions shall hold no legal force or effect. VIREN International Corp. explicitly objects to any such provisions or terms proposed by the Customer. 1.3 Customer Acceptance: By accepting the delivery of products and/or the performance of services provided by VIREN, and/or by making payment for these products or services, the Customer explicitly agrees that, regardless of any contrary provisions in the Customer's own purchase order or any other document, they accept and consent to the terms and conditions specified herein. These terms and conditions collectively constitute the exclusive and comprehensive Agreement between VIREN International Corp. and the Customer, except in cases where they are expressly modified and/or superseded by a written agreement signed by both the Customer and an authorized representative of VIREN. 1.4 Purchase Order Commitments VIREN International Corp., to the extent deemed reasonable based on the order and quantity of products, may accept customer commitments to purchase products without the necessity of advance payments. In accordance with this policy, customers are obligated to adhere to procurement processes and adhere to the agreed-upon payment terms. The establishment of a purchase agreement in such cases shall require a written email or commitment letter, which shall be considered sufficient to formalize the agreement. Customers should be aware that any cancellations of orders subsequent to such commitment shall be subject to a non-negotiable restocking fee of 30% of the net order value.
2. Prices
2.1 Price Adjustment: Prices listed in our offerings are subject to change without prior notice. However, the prices in effect at the time an order is formally accepted by VIREN International Corp. will be the prevailing prices for that order. 2.2 Quotation Validity: Written quotations provided by VIREN International Corp. shall remain valid for a period of 45 days, unless otherwise specified in the quotation. 2.3 Additional Charges: In addition to the listed prices, customers should be aware that all applicable taxes, as well as any shipping and handling charges, will be added to the final invoice. 2.4 Sales Tax within Florida: For products delivered within the State of Florida, customers are subject to the prevailing Florida State Sales tax unless an exemption certificate for the "Ship-to" entity is on file with VIREN International Corp.
3. PAYMENTS
3.1 Accepted Payment Methods: VIREN International Corp. accepts payment in U.S. funds via the following methods: • Personal, business, and cashier's checks • Most major credit cards. • Wire transfers • Cash (accepted only in person at our office) 3.2 Insufficient Funds: In the event of checks returned by the bank due to insufficient funds, a fee of $70 per check will be charged. Immediate payment by credit card or wire transfer will be required to cover the outstanding amount. 3.3 Wire Transfer Fees: All wire transfer fees must be paid by the Customer and should cover international fees at the Customer's end, ensuring that the total net amount is posted to VIREN's account. If the payment received does not cover the net amount of the order, the Customer is required to send VIREN the remaining balance before the delivery of the products. 3.4 Prepayment and Financial Agreements: VIREN International Corp. allows for prepayment to reserve orders, and financial agreements and installments may be available if applicable. 3.5 Payment Compliance: VIREN maintains a strict policy of compliance with payment due dates and accrued interests when orders are financed. VIREN is committed to fulfilling its obligations related to delivery and installation dates for financed orders. 3.6 Cash Payments: Cash payments are only accepted in person at our office and should not be mailed to VIREN International Corp. 3.7 Payment Advice: All payments should be accompanied by advice indicating which invoices and/or purchase orders are being paid. If no advice is received, and the Customer does not specify where to apply the payment within 30 days of payment, VIREN will apply the payment to the oldest invoices, or it will be credited to the customer's account.
4. terms
4.1 Shipment Terms: Shipments are made on an Ex Works (EXW) basis, originating from Miami, FL, or via drop-shipment from the manufacturer's country of origin. 4.2 Jurisdiction and Governing Law: In the event of any controversies, disputes, or claims arising from transactions between the Customer and VIREN International Corp., such matters shall be exclusively 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. All transactions between the 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. 4.3 Severability: Should any provision within these Terms and Conditions be found to be invalid or unenforceable, it will not affect the validity or enforceability of any other remaining terms or conditions herein. 4.4 Application to Samples and Loans: These Terms and Conditions also apply to products supplied to the Customer as samples or loans from VIREN International Corp. 4.5 Withholding, Set-off, or Counterclaim: 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 the prior written consent of VIREN International Corp
5. SHIPPING
5.1 Examination of Shipments: While VIREN International Corp. takes diligent care in packaging products to minimize the risk of in-transit damage, it is essential for all customers to thoroughly inspect shipments upon receipt. In the event that a product is found to be damaged, the Customer is required to document the nature and extent of the damage and promptly contact VIREN. 5.2 Concealed Loss or Damage: Should any concealed loss or damage be discovered, the Customer must retain all packing materials and promptly notify VIREN, requesting an inspection. 5.3 Short Shipments: In instances where shipments are received with missing items, the Customer must promptly contact VIREN's Customer Support Department. 5.4 Partial Shipments: VIREN International Corp. retains the right to make partial shipments for any given order. Invoices for such partial shipments are due upon receipt. 5.5 Non-Liability for Delays: Customers should be aware that VIREN International Corp. is not liable for any damages stemming from or related to delays or non-delivery due to any cause whatsoever.
6. return policy
6.1 Obtain RMA (Return Merchandise Authorization): Prior to returning any products, customers are required to obtain a Return Merchandise Authorization (RMA) from VIREN's Customer Support Department. To initiate an RMA request, customers must provide the following information when contacting VIREN: • Customer name and number, as it appears on the invoice. • Telephone number and the person to contact. • Applicable purchase order (P.O.) number. • VIREN catalog number and, if applicable, the serial number for each product. • The reason for the return. 6.2 Authorization Requirement: VIREN reserves the right to refuse or return any products that are sent back without prior authorization from its Customer Support Department. 6.3 Packing and Shipping: Returns must be carefully packed and shipped at the customer's expense to VIREN, Attn: [RMA Number]. VIREN's Customer Support Department will provide the return address and the RMA number. Customers are advised to include a copy of the original invoice or packing slip when returning products to facilitate the return evaluation process. 6.4 Eligibility for Credit: Upon receiving the returned product or units, VIREN will conduct a thorough inspection to determine whether the case qualifies for a credit on the customer's account. Credits are only issued for products returned within 30 days of the invoice date, provided they are unused, in resalable condition, and in their original product container. The processing of credits generally takes place within 30-45 days following the completion of the inspection and determination of eligibility. 6.5 Restocking Fees: Products returned after 30 days from the date of the invoice are subject to a 30% restocking fee. However, restocking fees will not be charged, and an approved credit on the account will be issued if the return is due to an error or manufacturing malfunction on the part of the products distributed by VIREN. 6.6 Non-Returnable Products: The following products are not eligible for return for credit or exchange: • Products held for more than 90 days from the invoice date. • Sterile packaged products with opened and/or damaged packaging. • Discontinued products. • Instruments that have been etched or engraved by the customer. • Products damaged by the customer. • Products purchased "as is" or as demo products. • Used products. 6.7 Cleaning and Sterilization: To prevent the transmission of disease and in compliance with health and safety regulations, all products must be cleaned, sterilized, and/or disinfected before returning them to VIREN. VIREN reserves the right to return unclean and contaminated products to the customer. 6.8 Liability for Continued Use: If any product becomes damaged and is not immediately returned, VIREN assumes no responsibility or liability for the customer's continued use of that damaged product. 6.9 Warranty and Repairs: 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 exclusively affiliated with VIREN.
7. warranty POLICY
7.1 General Warranty Terms: Unless otherwise specified herein or in the specific warranty information for a particular product or product type, 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 a period of one (1) year from the date of delivery. 7.2 Defective Product Resolution: Any product found to have a manufacturing error or malfunction during the applicable warranty period will be addressed under our warranty policies. The resolution, whether involving on-site repair, product exchange, or another course of action, will be determined at the sole discretion of VIREN International Corp. Subject to product availability, VIREN may, at its sole discretion, provide the customer with a loaner product while the defective product is being replaced or repaired during the warranty period. 7.3 Delay and Operational Losses: During the process of determining the appropriate resolution for the product, be it an exchange, on-site repair, or loaner shipment, VIREN International Corp. is not liable for any delays, and, explicitly, does not assume responsibility for any operational losses experienced by hospitals or other users. VIREN International Corp will expedite actions with its manufacturers to resolve issues and determine the most effective course of action for the benefit of the customer. 7.4 Non-Additional Liabilities: VIREN International Corp. neither assumes nor authorizes any person to assume additional liabilities in conjunction with, or related to, the sale and use of its products. 7.5 Proper Use and Compliance: To ensure the proper use, handling, and care of VIREN products, customers should refer to the product-specific literature, instruction manuals, and labeling included with the product or otherwise made available. Additionally, customers must ensure that VIREN equipment and products comply with local regulations, especially regarding voltage and backup power supply units needed for the proper functionality of medical equipment. This is necessary to prevent any malfunction that could be attributed to factors beyond the units or products themselves. 7.6 Warranty Voidance: Repairs, modifications, or alterations of VIREN products conducted by any person or entity other than VIREN or an authorized repair facility affiliated with VIREN's partners will nullify and void all applicable VIREN warranties. 7.7 Warranty Term Extension: Repair or replacement of a VIREN product shall not extend the term of any applicable warranty.
8. LIMITATION OF LIABILITY
8.1 Malfunction and Damages: VIREN International Corp. is not liable, either directly or by way of express or implied indemnity, for any damages that may arise or be caused by the malfunctioning of the units or products. This includes damages resulting from or connected to: a) Misuse, abuse, mishandling, improper operation, or storage. b) Repairs, servicing, modifications, or alterations performed by any person or entity other than VIREN or an authorized repair facility affiliated with VIREN's manufacturing partners. c) Use in combination with adaptors, accessories, or equipment from other manufacturers unless explicitly authorized or recommended by the manufacturer's user manual or service manual. d) Use in any manner other than that for which such products are designed and intended. e) Failure to comply with power and grounding specifications provided by VIREN. 8.2 Exclusion of Damages: VIREN International Corp. is not liable for any special, incidental, consequential, punitive, exemplary, or indirect damages, including, but not limited to, damages arising from delayed shipment, non-delivery, product failure, product design or production issues, the inability to use products or services, loss of future business (lost profits), or damages arising from any other cause, under any circumstances, 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. 8.3 Legal Restrictions: In some jurisdictions, exclusions and disclaimers of certain warranties or limitations of liability may not be enforceable. If that is the case, VIREN's liability will be limited to the maximum extent permitted by law within the jurisdiction of the State of Florida.
VIREN INTERNATIONAL CORP VI-000015-9.5 (01/23)
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Viren International Corp®