Terms of Conditions Of Sale
This was last updated December 21, 2021
Effective Date: Nov 18, 2021
This document sets forth the terms and conditions (the “Terms” or “Agreement”) between you (“Buyer” or “you”) and Safe Health Systems, Inc. and/or its legally-related entities (“Company,” “we,” “us” or “our”) for the purchase and sale of products such as medical devices or diagnostic software licenses (“Products”) via Company sales channels such as our website (“Website”) and mobile apps (“Apps”) (“Channels”). Company reserves the right to make changes to our Channels and these Terms at any time. Your individual purchases will be governed by the Terms that were in effect as of the date on which your Order was placed. If you do not agree to these Terms, do not make any purchases of Products via our Channels.
1. Ordering Products.
a. Orders. Your placement of an order for Products (an “Order”) is construed as your offer to purchase Products from us, and indicates your assent to these Terms. Company’s acceptance of your offer to purchase Products is expressly conditional upon your assent to these Terms. Any terms proposed by you that add to, vary from, or conflict with these Terms are hereby objected to and shall be void. We may choose not to accept any Order in our discretion for any reason without creating any liability for us. Examples of when we may not accept an Order include but are not limited to: (a) If Products are not available, incorrectly priced or incorrectly described; (b) If we are unable to obtain authorization of your payment; (c) If you order multiple quantities of an individual Product where such quantities are to be shipped to one delivery address; (d) If shipping restrictions apply to a given Product; or (e) If the delivery address you provide is the address of an entity or individual providing freight forwarding services.
b. Fulfillment. After we receive an Order from you, we will send you an Order acknowledgement message identifying your Order number and the details of the Product(s) you ordered. Please note that such acknowledgement is not a contractual acceptance of your Order. Actual acceptance of your Order, and the formation of a contract of sale will not take place unless and until we send you a message confirming that the Products have been dispatched for delivery to you. In the event prolonged inactivity causes your connection to our Website or Apps to fail, your selection of Products may be lost. In such case, you will be required to re-enter your selection. Before you submit your Order, you will be given the opportunity to review your selection, check the total price of your Order and correct any input errors.
2. Customer Account.
a. Account. When placing an Order for the first time, you will need to register for an account and will be required to complete certain fields on a registration form. We may provide you with and/or ask you to use identifications and passwords and other means to permit you to access your account with us. You are responsible for protecting your password and account access at all times. You shall comply with all security directions and/or recommendations given by us and inform us immediately if you become aware of or suspect any unauthorized use of your account. Without prejudice to our other rights and remedies, we may suspend your access to your account and/or the Channels without liability to you, if in our reasonable opinion, such action is necessary for safeguarding our resources, information or Channels.
c. California Privacy Rights. The CCPA of 2018 enhances privacy rights and consumer protection for residents of California. Under the CCPA, California residents have the rights to: 1) know what Personal Data are being collected about them; 2) know whether their Personal Data are sold or disclosed, and to whom; 3) say 'no' to the sale of their Personal Data; 4) access their Personal Data; and 5) not be discriminated against for exercising their privacy rights under the CCPA. California law allows California residents to request information regarding our disclosures in the prior calendar year, if any, of their PII to third parties. To make such a request, please contact us at firstname.lastname@example.org. Please include enough detail for us to locate your file; at a minimum, your name, email and username, if any. We will attempt to provide you with the requested information within thirty (30) days of receipt. We reserve our right not to respond to requests sent more than once in a calendar year, or requests submitted to an address other than the one posted in this notice. Please note that this law does not cover all information sharing. Our disclosure only includes information covered by the law.
3. Price and Delivery. All Product prices are in United States Dollars, and do not include applicable sales tax or delivery charges. Price and delivery terms are FOB Company shipping origin. Upon Company’s delivery of the Products to the carrier at the FOB point, title and risk of loss and damage to the Products shall pass to the Buyer. All prices are subject to change without notice. Company reserves the right to make adjustments to the price of all Products due to changing market conditions, Product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances. Prices for particular purchases will be those in effect at the time your Order is acknowledged. Company may make delivery in installments and receive payments for each installment. All delivery dates are estimated. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES FOR COMPANY’S FAILURE TO FILL, OR DELAY OR ERROR IN FILLING ANY ORDER, OR FOR ANY DELAY IN DELIVERY. Out of stock items will be deleted from the Order after confirmation from you. These items may be placed on back order if requested.
4. Shipping Information. Company ships worldwide, to the extent permitted by applicable law and the terms and conditions of our distribution agreements with Product manufacturers. In many cases, Company is unable to ship Products outside the United States. Company cannot ship to a Post Office box address, or APO/FPO addresses. Upon acceptance by Company, Orders for in-stock items will be shipped the next business day following the processing of the Order. Please allow two (2) to five (5) business days for delivery within the continental United States. For Alaska, Hawaii and Puerto Rico, add two (2) to three (3) additional business days.
5. Payment, Taxes, and Charges.
a. Company accepts major credit cards for purchases. You may also use debit cards sponsored by MasterCard, and Visa. Cards not issued by a United States banking institution will not be accepted. For your protection, we always verify that your information is correct. Therefore, we cannot accept credit cards from banks that do not allow address verification over the Internet. Please refer to your cardholder agreement for all rules and regulations pertaining to your card. Payment will be debited from your account immediately following notice of the dispatch of your purchase. You confirm that the credit/debit card that is being used is yours. Company will take all reasonable care to keep the details of your Order and payment secure, but in the absence of negligence by Company, Company will not be liable for any loss you may suffer if a third party procures unauthorized access to any data you provide when placing an Order with us.
b. Company accepts ACH payments for purchases. Payment will be debited from your account immediately following notice of dispatch of your purchase.
c. The price that is shown on the Order acknowledgement is the amount you will be charged, plus applicable sales tax and shipping charges. State laws require companies to collect sales tax from residents shipping merchandise to states where the Company transacts business. Company collects state and local sales tax where applicable. Where applicable, Buyer may provide Company with an exemption certificate in form and substance satisfactory to the relevant taxing authorities.
d. If you are tax exempt, please provide supporting documentation to email@example.com and an appropriate indication will be made on your customer account. Company will not refund taxes that were applied to transactions completed before documentation was provided.
6. Warranty and Remedy. To the extent that any third-party Original Equipment Manufacturer ("OEM") of any Product provides any warranties or indemnities for a Product, then Company assigns to Buyer all such warranties and indemnities provided by such OEM, such that Buyer can either enforce such warranties and indemnities directly or on behalf of Company. Otherwise, all licenses, obligations, warranties and/or indemnifications in such OEM Products shall be specified in the applicable OEM End User License Agreement ("EULA") as between OEM and Buyer. For the avoidance of doubt, Company will not be responsible for any claims of intellectual property infringement relating to any OEM products unless and to the extent caused by Company’s direct actions. Except per the preceding sentence, all Buyer claims of intellectual property infringement against OEM Products are solely governed by the licenses and other agreements made between Buyer and the applicable third-party licensor or OEM. OTHERWISE, COMPANY EXTENDS NO WARRANTIES TO BUYER HEREIN, AND ALL PRODUCTS ARE SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. DISCLAIMER. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF ANY DEFECT OR FAILURE OF THE PRODUCTS, BREACH OF ANY EXPRESSED OR IMPLIED WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Notwithstanding any other provision hereof, in no event shall Company’s total liability relating to or in connection with any Products whether based on contract, warranty, tort (including negligence), strict product liability or otherwise, exceed the actual amount paid to Company by Buyer for the Product(s) giving rise to the liability. In no event shall Company be liable for the costs of procurement of substitute goods or services.
8. Remedy: In the event that a Product purchased under these Terms fails to perform as warranted, Buyer’s exclusive remedy, and Company's sole liability therefore, shall be, at Company's option, the replacement of any defective Product or return of the purchase price. Buyer agrees that the disclaimers and liability limitations contained in these Terms shall remain in effect even if an exclusive remedy is determined to fail of its essential purpose.
9. Cancellation and Return Policy. Because your Order is processed as quickly as possible, you have up to 60 minutes to cancel your Order before your Order is fully processed. If the cancel option is available, you will find a button next to your Order transaction permitting the cancellation. Orders that need to be modified after being placed may be accommodated by contacting firstname.lastname@example.org or calling for assistance, but there is no guarantee that updates can be made to the initial order after it has been confirmed. The sale of all items is final. If there are issues with the goods that are delivered or if your delivery did not arrive, please contact email@example.com to determine a solution available to resolve the identified issue.
a. Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically by Company. Notices shall be deemed to have been properly given: 1) on the date deposited for postal mail; 2) on the date first made available, if displayed via the Channels; or 3) on the date received, if delivered in any other manner. Notices to you may be sent to any address provided by you on an Order or your account with the Company. Notices to Company should be sent to: firstname.lastname@example.org.
b. Force Majeure. Company shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, pandemic, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or other difficulties which are beyond the control, and without the fault of Company. Quantities are subject to availability. In the event of production difficulties or Product shortages, Company may allocate sales and deliveries at its sole discretion.
c. Substitutions and Modifications. Company reserves the right to substitute or change materials, parts, Product specifications or functional attributes at any time without notice. Company also reserves the right to ship Product in multiple boxes and/or shipments.
d. Governing Law, Jurisdiction and Costs. This agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. Any action seeking legal or equitable relief arising out of or relating to these Terms shall be brought only in the courts of the State of California or United States District Court in California. In the event the Buyer and Company are unable to resolve any dispute, and any collection action, suit or other judicial proceeding is commenced, the prevailing party in any such collection action, suit or judicial proceeding shall be entitled to recover its costs and reasonable attorneys' fees incurred.
e. Assignment. Buyer may not assign its rights or obligations hereunder without the express prior written consent of Company.
f. Entire Agreement. These Terms constitute the entire agreement with regard to purchases via the Channels, and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said purchases, including any terms and conditions on any of Buyer's documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto.
g. No Waiver. The failure of Company to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
h. Severability. If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that these Terms will in any event remain valid and enforceable.
i. Headings and Recitals. The paragraph headings in this Agreement are to be given no legal effect. The preamble recitals are included as an integral part of this Agreement and are to be given full legal effect.