By agreeing to purchase goods (“Products”) from Intelisurg, LLC (“Intelisurg”), the customer (“Purchaser”) expressly and irrevocably accepts all Terms and Conditions of Sale (“Terms and Conditions”) contained herein except to the extent that they are inconsistent with an already existing contract or agreement (“Agreement”) with Purchaser signed by a duly authorized officer of Intelisurg, in which case such Agreement shall govern and control. No other provisions, terms or conditions, printed or otherwise, contained in any sales order, purchase order, acceptance, confirmation, acknowledgement, or other form shall be accepted by Intelisurg unless specifically agreed to in writing by Intelisurg.
SECTION 1 - ORDER ACCEPTANCE AND DELIVERY
All orders are subject to approval and acceptance by Intelisurg. Intelisurg shall use reasonable efforts to fulfill all orders place by Purchaser and accepted by Intelisurg; however, Intelisurg shall not be liable to Purchaser for any liability imposed upon, or damages suffered by, Purchaser due to Intelisurg’s failure to fulfill an order, or because of any delays in shipment of any Products pursuant to an accepted order.
SECTION 2 – PRICES AND SHIPPING
Prices quoted are FOB Destination. Intelisurg shall ship the Products to the Purchaser via the carrier of Intelisurg’s choice. Shipping charges are prepaid and added to the invoice. Additional shipping charges may apply to accommodate alternative shipping methods requested by Purchaser.
Prices for the Products are subject to change without notice. Orders submitted by Purchaser and accepted by Intelisurg prior to any price change shall be fulfilled by Intelisurg at the price in effect prior to the price change.
SECTION 3 - SHIPPING DISCREPANCIES AND DAMAGES
Purchaser shall inspect all shipments upon delivery and must report any damages or discrepancies to Intelisurg within 5 business days of delivery. Any visible damage or shortages at the time of delivery must be noted by Purchaser on the carrier’s delivery receipt. Intelisurg will not be required to provide a refund or replacement for Purchaser’s failure to report any damages or discrepancies within 5 business days of delivery, and no deductions from invoice by Purchaser will be allowed. Intelisurg is not responsible for carrier delays or lost or stolen deliveries if there is a notice or proof of delivery by the carrier.
SECTION 4 - RETURNS AND REFUNDS
Intelisurg will accept Products for return that are new, unused and in their original packaging for thirty days from the date of invoice. All returns require authorization from Intelisurg prior to sending back any Products. Intelisurg will issue a Return Goods Authorization number (RGA) that must accompany all returns.
The following items are not returnable, except for defective Products or Products associated with a product complaint: (a) Products over 30 days from the date of invoice, (b) sterile Products or implants which have been opened or are expired, (c) custom or special order Products, or any modified Product, including any Products with custom etching or markings, (d) discontinued Products, and (e) any Product that has been sterilized or used.
The original manufacturer’s return policy will be followed for any Products distributed by Intelisurg under the original manufacturer’s name.
Refunds are issued to Purchaser’s original form of payment. Shipping charges are not refundable.
Please review our return policy for detailed instructions on returning Products.
SECTION 5 – PAYMENT TERMS
All invoices are payable net 30 days from the date of invoice for Purchasers that have been approved for Intelisurg credit terms. Past due balances are subject to a late fee of 1.25% per month or the highest rate permitted by law, whichever is lower. Intelisurg accepts Visa, Mastercard, Discover and American Express.
Intelisurg reserves the right to cancel, hold or refuse orders for Purchasers with a past due account.
SECTION 6 - WARRANTY
All Intelisurg Products are guaranteed to be free of defects in workmanship and materials when used properly for their intended surgical purpose. Any product proving to be defective will be replaced or repaired, at Intelisurg’s discretion, at no charge to the Purchaser.
The original manufacturer’s warranty will be followed for any Products distributed by Intelisurg under the original manufacturer’s name.
SECTION 7 – REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
EXCEPT FOR ITS APPLICABLE STANDARD WARRANTY IN SECTION 6 OF THESE TERMS AND CONDITIONS, INTELISURG MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCT AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. NO PERSON HAS AUTHORIZATION TO MAKE ANY REPRESENTATION, STATEMENT OR WARRANTY ON BEHALF OF INTELISURG RELATING TO THE PRODUCTS SOLD HEREUNDER. INTELISURG NEITHER ASSUMES NOR ALLOWS ANY PERSON TO ASSUME FOR THEM ANY OTHER ADDITIONAL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE PRODUCTS.
INTELISURG IN NO CASE SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF REPUTATION, LOSS OF PRODUCTION OR THE LIKE, OR CLAIMS OF PURCHASERS OR CUSTOMERS FOR SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, INTELISURG’S MAXIMUM AGGREGATE LIABILITY TO THE PURCHASER OR CUSTOMER UNDER ALL CLAIMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE PURCHASER FOR THE PRODUCTS.
SECTION 8 – INDEMNIFICATION
The Purchaser will indemnify and hold Intelisurg harmless from and against all liabilities, obligations, losses, damages, injuries, claims (including without limitation claims involving strict or absolute liability), demands, penalties, costs and expenses (including reasonable attorneys’ fees) of whatever kind and nature imposed or asserted against Intelisurg as a result of Purchaser’s use or misuse of the Products or breach or violation of these Terms and Conditions.
SECTION 9 - SEVERABILITY
In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, and such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 10 - CONFIDENTIALITY
All information relating to the Products, including specifications, manuals, documents and other materials furnished by Intelisurg to the Purchaser relating to the use of the Products (except for information already available in the public domain), shall be received by the Purchaser in confidence. Purchaser will take every action and precaution to protect such confidential information, may not reproduce in any way such materials and information, and will not disclose such materials and information for any purpose other than to use and maintain the Products supplied hereunder.
SECTION 11 - MISCELLANEOUS
The titles of the various sections of these Terms and Conditions are solely for convenience and are not part of the Terms and Conditions for the purpose of interpreting the provisions herof. Unless otherwise specified, the terms “herein”, “hereunder”, “herewith”, and words of similar import refer to these entire Terms and Conditions; the singular includes the plural, and conversely.
Delivery of all or any part of the Products is contingent upon Intelisurg’s ability to obtain the Products, other products, supplies, raw materials and services through its regular and usual sources of supply. If by reason of any contingency beyond Intelisurg’s control, including (but not limited to) war, governmental requests, restrictions or regulations, fire, flood, casualty, accident or other acts of God, strikes or other difficulties with employees, delay or inability to obtain products, raw materials, supplies, labor, equipment, material and service through Intelisurg’s usual sources, failure or refusal of any carrier to transport materials, delay in transport thereof, or any similar occurrence, Intelisurg is not able to meet anticipated deliveries, Intelisurg shall not be liable therefor and may, in its discretion without prior notice to Puchaser, postpone the delivery date(s) for a time which is reasonable under all the circumstances.
We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
The failure of Intelisurg to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.
SECTION 12 - GOVERNING LAW
These Terms and Conditions and any other document or instrument delivered or to be delivered hereunder are being executed and delivered in and are intended to be performed under the local laws of the State of Ohio, without giving effect to Ohio’s law on choice of laws. The State and Federal Courts of Cuyahoga County, Ohio shall have exclusive jurisdiction over the parties to these Terms and Conditions and shall be the proper venue for any dispute between the parties.
SECTION 13 - CHANGES TO TERMS AND CONDITIONS OF SALE
You can review the most current version of the Terms and Conditions at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes.
2530 Superior Avenue
Cleveland, Ohio 44114
Phone: (866) 241-2104
Fax: (216) 241-2820