Ultra Wound Care LLC Terms and Conditions
Please read these terms and conditions carefully.
They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Ultra Wound Care is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Except in those instances where Ultra Wound Care and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government and institutional customers.
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only
Ultra Wound Care LLC. (“Ultra Wound Care “) primarily sells its complete offering to Business Customers but can sell a limited set of products to individual customers.
- Pricing is available by clicking on the All-Products tab at dermahug.net, then clicking on the specific product icon. Customers that have specific pricing arrangements with Ultra Wound Care may request a copy of their pricing agreement at firstname.lastname@example.org.
- “Web Prices” displayed on the consumer direct website for Ultra Wound Care : (i) are offered to Customers that do not have other pricing arrangements with Ultra Wound Care ; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on the consumer direct version of Ultra Wound Care. Or by phone, or at Ultra Wound Care (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.
- Resale of Ultra Wound Care products customers on online marketplaces is strictly prohibited.
3. Sales Tax
The customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
4. Payment and Credit Terms
Ultra Wound Care accepts Visa, MasterCard, Discover, and American Express. For Customers with established Ultra Wound Care credit, payment terms are net thirty (30) days from the date of invoice or shipment of products. All credit extended by Ultra Wound Care and the limits of such credit, is at Ultra Wound Care ’s sole discretion, and may be reduced or revoked by Ultra Wound Care at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide Ultra Wound Care with current credit information and the latest annual financial statement within five (5) business days following request by Ultra Wound Care. Ultra Wound Care reserves the right to charge a convenience fee for late payments. Ultra Wound Care further reserves the right to charge Customer a late payment fee at the rate of (1.5%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Ultra Wound Care has the right of set-off and deduction for any sums owed by the Customer to Ultra Wound Care.
If the Customer fails to make payment within thirty (30) days of shipment, or fails to comply with Ultra Wound Care ’s credit terms, or fails to supply adequate assurance of full performance to Ultra Wound Care within a reasonable time after requested by Ultra Wound Care (such time as specified in Ultra Wound Care ‘s request), Ultra Wound Care may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, Ultra Wound Care may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to Ultra Wound Care shall become immediately due and payable.
Ultra Wound Care has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Business Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Business Customer or its affiliates or subsidiaries or Business Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Business Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Business Customer’s voting control; or (z) merger or consolidation involving Business Customer.
B. DISPUTE RESOLUTION – ARBITRATION
Any dispute of any sort that might arise between Ultra Wound Care and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Ultra Wound Care , or arising from or relating to any communication between Customer and Ultra Wound Care or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify.
Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Ultra Wound Care and Customer, including any disputes relating to or arising from any purchases made by Customer.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
Ultra Wound Care and Customer both agree that either party may bring a suit in court to enjoin infringement or other misuse of intellectual property rights.
C. FREIGHT POLICY
All Catalog Products and Sourced Products are shipped F.O.B. Origin with all costs imposed by the carrier related to the shipment paid by Ultra Wound Care and charged to Customer on Customer’s invoice. Receipts for freight charges will not be furnished. COD shipments are not permitted. Fuel surcharges and other surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier.
D. PRODUCT WARRANTY POLICY
1. SATISFACTION GUARANTEE TO ALL CUSTOMERS
Customers should contact Ultra Wound Care if not satisfied with a product for any reason.
2. LIMITED WARRANTY.
Ultra Wound Care LLC shall not be held liable for any direct or indirect damages, losses, or liabilities arising from the use of our products/services. Customers, clients, or users of our products/services, hereinafter referred to as ‘the User,’ agree to use the Company’s products/services at their own risk. The Company shall not be responsible for any consequential, incidental, special, or punitive damages incurred by the User. The liability of the Company is limited to the extent permitted by applicable law. In no event shall the total liability of the Company exceed the total amount paid by the User for the specific product or service in question. This limited liability clause applies to all products and services offered by the Company and extends to all affiliates, employees, agents, and representatives of the Company.
By using our products/services, the User acknowledges and accepts the terms and conditions outlined in this limited liability clause. If the User does not agree to these terms, they should refrain from using our products/services. This limited liability clause is subject to change without prior notice. Users are encouraged to review it periodically for updates.
3. Product Return Policy
Due to the nature of the product as a medical device, returns are not permitted. However, we will be happy to refund or replace defective products. Contact Ultra Wound care at email@example.com if you have any issues that need to be addressed.
4. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Ultra Wound Care does not guarantee the compliance or suitability of the products it sells with any laws, codes, or regulations, nor does Ultra Wound Care accept responsibility for use of a product. It is the Customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
E. PRODUCT INFORMATION
1. Catalog/Website Information.
Ultra Wound Care is a specification developer and distributor of products. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Ultra Wound Care catalog, literature or websites does not constitute the right to purchase products. Ultra Wound Care reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Ultra Wound Care catalogs and websites, and Ultra Wound Care reserves the right to correct or change such pricing errors without notice. Ultra Wound Care further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Ultra Wound Care.
2. California Proposition 65
The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. Applicable Proposition 65 warning(s), (see below) are provided directly on the Ultra Wound Care.com product page and upon product purchase.
Warning: This product contains a chemical known to the State of California to cause cancer.
Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.
F. GENERAL TERMS
1. Third Party Payment Provider
If Business Customer elects to use a third party payment system provider (“Third Party Provider”) and Ultra Wound Care is charged fees by the Third Party Provider, Ultra Wound Care reserves the right to seek reimbursement from Business Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
2. Intellectual Property
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by Ultra Wound Care, or any IP owned by manufacturers and/or suppliers to Ultra Wound Care . All materials contained in Ultra Wound Care catalogs or on its web sites are subject to the ownership rights of Ultra Wound Care and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Ultra Wound Care or its manufacturers and/or suppliers without Ultra Wound Care ‘s permission.
3. Independent Contractors
Ultra Wound Care and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Ultra Wound Care in any manner, nor may Customer represent to anyone that it has the right to do so.
4. Force Majeure
Ultra Wound Care shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees, controls or acts of authority, states of emergency, insurrections, epidemics, pandemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Ultra Wound Care in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Ultra Wound Care. Any actual or attempted assignment without Ultra Wound Care ‘s prior written consent shall entitle Ultra Wound Care to cancel such order upon notice to Customer.
6. No Third-Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
7. Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of New York, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both Ultra Wound Care and Customer agree that venue shall be proper either in the state courts in Westchester County, New York.
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
9. Modification of Terms.
Ultra Wound Care ’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from Customer’s receipt of Ultra Wound Care ’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Ultra Wound Care ’s terms and conditions by Customer shall be binding upon Ultra Wound Care , unless agreed to in writing by an authorized representative of Ultra Wound Care . If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Ultra Wound Care ’s acknowledgment, Ultra Wound Care ’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Ultra Wound Care of any of the terms and conditions contained herein or in Ultra Wound Care ’s acknowledgment. Ultra Wound Care reserves the right to accept or reject any order. Ultra Wound Care reserves the right to limit the total quantity of items purchased per order and the number of individual orders placed per Customer per day.
10. Complete Agreement
The terms and conditions in: (i) Ultra Wound Care ’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Ultra Wound Care.
Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Ultra Wound Care .com or any other Ultra Wound Care website or application on behalf of the Business Customer or otherwise purchase products from Ultra Wound Care on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Ultra Wound Care on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Ultra Wound Care harmless against any breach of this representation.
ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ULTRA WOUND CARE PRODUCTS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF ULTRA WOUND CARE PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ULTRA WOUND CARE PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN ULTRA WOUND CARE ’S STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF ULTRA WOUND CARE PRODUCTS.
1. Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Ultra Wound Care. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees
Ultra Wound Care is required to charge U.S. federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, Customer shall indicate which products are tax exempt.
3. Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Tennessee, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must commence within one (1) year after the cause of action has arisen.