“MedSpree Company (“MedSpree”, “we”, “us”, “our”) owns and operates the website www.medspree.com/, all underlying software, (or is the licensee) and any sites we have now or in the future that reference these Terms & Conditions.
1. PRICE. Terms are subject to change without notice. In the event that any item(s) are for any reason out of stock, discontinued, or not available for delivery, Seller’s liability shall be limited to a house credit or refund of any monies Buyer may have paid for such items that are not deliverable.
2. SECURITY INTEREST AND TITLE. Seller retains, until Buyer performs all of its obligations hereunder, all security interest and right of title in said Equipment. Buyer agrees, upon demand by Seller, to promptly execute any security agreement, financing statement, application, registration or other documents necessary and to take any other action deemed necessary or desirable by Seller in order to evidence or perfect Seller’s security interest. Buyer hereby appoints Seller as its attorney-in-fact to prepare, sign and file or record for the Buyer, in Buyer’s name, any such documents. Buyer agrees to keep the Equipment in good order and repair until the full purchase price has been paid. Buyer shall not attempt to transfer an interest in the Equipment until said purchase price has been paid in full.
3. COPYRIGHT PROTECTION. As the Buyer, you have purchased medical equipment that may contain copyright protected software. This software may be subject to a licensing agreement placing restrictions on its sale and use. It is Buyer’s responsibility to ascertain and comply with any such restrictions contained in any applicable licensing agreement and to avoid violating copyright law.
4. DEFAULT. Failure of Buyer to perform its obligations hereunder, including, but not limited to, payment in full of purchase price, as a result of insolvency, bankruptcy, assignment for the benefit of creditors or dissolution, liquidation, or closing of business by Buyer, shall constitute a default under this Agreement and shall afford the Seller all remedies or a secured party.
5. ASSIGNMENT. This Agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party.
6. INDEMNIFICATION. Buyer shall indemnify and hold Seller harmless (including, without limitation, Seller’s reasonable attorney fees and costs) from any claim arising out of or relating to (a) damage, injury or claim arising from any fault or neglect of Buyer, Buyer’s employees, agents and licensees, or any person not a party hereto, (b) damage, claim, or liability arising by reason of Buyer’s breach of any of its obligations as set forth in the Agreement, or (c) to the extent that Equipment is manufactured according to Buyer’s specifications and/or drawings, any charge that said Equipment infringes any patent or other proprietary right of any other person.
7. PACKAGING AND SHIPMENT: We shall comply with MedSpree’s shipping instructions. We shall have suitably wrap, box, and/or crate all products to protect against hazards of shipment, storage, and exposure. All packages containing hazardous materials/dangerous goods shall be prepared in accordance with and comply with all applicable regulations. We shall provide hazardous material data sheets promptly upon request. All packages must show purchase order number. Itemized packing slips showing this purchase order number must accompany each delivery. MedSpree’s count shall be conclusive in the absence of a packing slip.
8. INSPECTION: We shall maintain an inspection system adequate to ensure that all work performed and products delivered conform to Order requirements. MedSpree may reject nonconforming work and products to correct the defects without charge after delivery or completion by of any required installation, whichever last occurs. Payment shall not constitute acceptance. Neither payment nor acceptance shall relieve Seller of liability for failure to conform to Order requirements. We shall be liable for any nonconforming work or products and for any other damages suffered by buyer, except to the extent Seller proves that such damages would have been mitigated but for the failure of MedSpree to timely notify Seller.
9. CHANGES: MedSpree may at any time, by a written order and without notice to sureties, make changes within the general scope of this Order. If any change directed by MedSpree causes an increase or decrease in the cost of, or the time required for, any part of the work, buyer may request an equitable adjustment by written Order amendment to the price and/or delivery schedule. Any claim by buyer for such adjustment shall be asserted in writing within fifteen (15) days from the date of receipt of the written order directing the change. Buyer agrees to advise MedSpree in writing, at least one hundred eighty (180) days in advance, of any changes that would materially affect the fit, form, function and/or appearance of the products governed by this Order.
10. SUSPENSION OF WORK: Buyer shall develop and keep current a formal business recovery plan that details strategies for response to and recovery from a broad spectrum of potential disasters. Upon request, Medspree shall make such plan available or its designated representative for review. If, without the fault or negligence of MedSpree, the performance of all or any part of the work is suspended, delayed, or interrupted for an unreasonable period of time by an act or omission by MedSpree or as a result of changes requested by MedSpree under Section 5 (Changes), We may request an equitable adjustment in price and/or delivery schedule. No adjustment shall be allowed for any costs or delay incurred more than ten (10) days before we gives written notice to Varian of the basis of claim, and expected costs and delays.
11. DELAY: We shall immediately notify of any threatened or actual labor dispute or other matter which may delay performance under this Order and the anticipated duration of the delay, and agrees to insert the substance of this requirement in all subcontracts and purchase orders connected to this Order. Excusable delays are those delays which arise out of causes beyond the control and without the fault or neglect of Seller, including acts of God or of the government, fires, floods, strikes, embargoes, or unusually severe weather. Notwithstanding any other provision of this Order, we may terminate this Order in whole or in part without cost to where any actual or projected excusable delay is material or indefinite, would result in frustration of purpose of this Order, or would require MedSpree to cover by purchasing substitute products.
12. TERMINATION FOR CONVENIENCE: MedSpree for its convenience may, at any time by written notice, terminate this Order in whole or in part. In no event shall we may be obligated for any amount in excess of the Order price for terminated products, or for any amount greater than the percentage of the Order price reflecting the percentage of the work performed prior to notice of termination, whichever is less, plus reasonable costs established by Seller to the reasonable satisfaction of MedSpree.
13. PRICE ADJUSTMENTS: Costs used in determining price adjustments pursuant to the Sections Changes, Suspension of Work, and Termination for Convenience, or any other provision of this Order, shall be those direct costs reasonably incurred, together with applicable indirect costs, computed in accordance with generally accepted accounting principles using Seller’s customary accounting practices and procedures, consistently applied. Seller shall prepare its proposed price adjustments as specified by us, which records shall be subject to audit by MedSpree or its representatives. Where the cost of property or products made obsolete or excess as a result of a change order or termination for convenience is included in an equitable adjustment, We shall have the right to prescribe disposition of the obsolete or excess items.
14. WARRANTY: MedSpree warrants that (1) all products and work to be of new material, merchantable, free from defects, and unreasonable hazards, in design, material, and workmanship, fit for the purposes described in this Order, and to conform to applicable specifications of MedSpree and to Order requirements, (2) Buyer has taken all proper and necessary precautions for the safety and protection of persons and property, and has followed all proper warnings for hazards related to products and work that cannot be eliminated, (3) Seller has the authority to enter into this Order and to perform its obligations. These warranties, Seller’s service guarantees, and implied warranties, shall survive inspection, test, and acceptance, and shall run and subsequent owners and users of the products. MedSpree’s remedies under the these warranties shall include at MedSpree’s election (a) return and full refund of the purchase price paid by us for such products, (b) replacement of products with new products that conform to the above requirements. We shall be responsible for all shipping and other fees in connection with return and/or replacement of defective products.
15. INTELLECTUAL PROPERTY RIGHTS: The term “Subject Innovations” means each invention, improvement, method, design, idea, information, and discovery (copyrightable, patentable, or not) by MedSpree, or any of its subcontractors or suppliers at any tier, conceived or first reduced to practice during or in the performance of this Order or of work done upon the understanding that an order would be awarded to MedSpree. The term “Technical Personnel” means each person employed by or working for or with Seller, who would reasonably be expected to, or who actually makes, Subject Innovations or who would reasonably be expected to, or who actually is, exposed to Subject Innovations or MedSpree confidential information under this Order.
16. PATENT INDEMNITY: We shall indemnify, defend, and hold MedSpree, subsequent owners of the products, and their affiliates, and each of their directors, employees, and agents harmless against any and all actions, claims, liabilities, costs, damages and expenses (including reasonable attorneys fees), with respect to actual or alleged infringement of any intellectual property rights arising out of, resulting from or caused by the manufacture, sale, offer for sale, delivery, storage, use, or handling of products furnished under this Order, except to the extent such products manufactured in compliance with MedSpree’s detail designs and stated requirements for specific structure, provided such designs and requirements could not have been implemented in a noninfringing manner. Seller shall give Varian prompt written notice to Seller of any infringement claim.
17. CONFIDENTIALITY AND PUBLICITY: Information disclosed by MedSpree, whether written, disclosed orally, visually, or learned by observation that is marked with the legend indicating its confidential nature, or stated to be confidential, or reasonably understood to be confidential, shall constitute MedSpree confidential information under this Order. Seller will hold MedSpree confidential information in strict confidence and use the same only for the purpose of this Order and not use for its own benefit or the benefit of any third party or disclose to any third party. We shall not reverse engineer any customer confidential information as well and shall limit access to the MedSpree confidential information to only those of its employees who have a need to know such information to accomplish the purposes of this Order and have been advised of the confidential nature of such information and are bound by the agreement.
18. MEDICAL DEVICE REGULATORY COMPLIANCE. The following shall apply medical devices and to parts, components, and software that will be included with MedSpree’s medical devices.
19. ENTIRE AGREEMENT, MODIFICATION, WAIVER, NOTICES: This Order, including any attached Schedules and Exhibits, constitutes the entire agreement of the parties hereto with respect to the sale of products and services by MedSpree and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral, of the parties hereto. It may not be modified or amended except by written amendment specifically referencing this Order signed by the authorized representatives of the parties. No waiver of any term of this Order shall imply a subsequent waiver of the same or any other term or constitute a continuing waiver. All notices shall be given in writing and be personally delivered or sent by postage prepaid mail addressed to the parties at their addresses first mentioned above or as otherwise designated to the other by notice as herein required.
SHIPPING AND RETURN POLICY
Only merchandise purchased from MedSpree.com can be returned to us within 15 days of purchase. The merchandise must be in the original packaging unopened and unused for returns. If the merchandise was defective or damaged during shipment, you will receive a replacement. If a replacement is unavailable, you will receive a refund for the returned item via the original method of payment. Please note return shipping fees are at the customer’s expense and are non-refundable.