Terms and Conditions of Sale

California Medical Innovations Terms & Conditions of Sale

Acceptance

The following Terms and Conditions of Sale constitute the sole and entire agreement between you and California Medical Innovations (“CMI”), in connection with your purchase of products from CMI. No terms or conditions contained in any acknowledgement, receipt, email or other communication from you shall bind CMI unless otherwise expressly agreed in writing by CMI. By submitting an order, you shall be deemed to have accepted these Terms and Conditions of Sale, and any additional terms you propose in any written or oral communication from you to CMI shall be deemed to materially alter these Terms and Conditions of Sale. These Terms and Conditions of Sale shall be deemed to provide you with notification of CMI's objection to any such additional or different terms that you propose to CMI.


Payment Policy

Prices are subject to change without notice. Prices do not include state and local taxes. Our standard credit terms are Net 30 days for approved accounts. Past due accounts may incur 1.5% finance charges per month. We accept wire transfer, check, and ACH payments. Returned checks will incur a $40.00 returned check fee. Any claim concerning invoice amounts shall be made within ten (10) business days from date of receipt of invoice by Buyer, or shall be deemed void.


Sales & Use

Currently, CMI collects any applicable use tax on your purchases. If you are tax exempt, please call 1-909-621-5871 to place your order and provide a tax exemption certificate for your purchase.


Shipping

Typically, orders are processed and shipped within seven (7) to ten (10) business days from the date the order was placed, however, CMI does not guarantee a delivery date. If you have a specified delivery date, please contact CMI via e-mail or phone. CMI shall pack and mark the Products according to its standard procedures for domestic and/or export delivery. For hazardous shipments, additional charges may apply and be added to your invoice. For "freeze-protect" on latex purchases, additional charges may apply. Unless otherwise agreed in writing, all Products shall be sold and delivered (Incoterms 2010) from CMI's facilities. Title and risk of loss shall pass to Buyer simultaneously with delivery. Buyer assumes all risk and liability for, and hereby agrees to indemnify CMI from and against all losses, liabilities, damages and claims whatsoever (whether for personal injury, property damages or otherwise), arising out of transportation, including unloading, storage, handling or use of any products after title passes to Buyer.


Return/Refund Policy

CMI may, in its sole discretion, accept returns for unopened, unused material within thirty (30) days of the invoice date. Before returning any Product, Buyer must obtain an (RMA) return material authorization from CMI, which will be valid for no more than fifteen (15) business days from the date of CMI’s issuance, provided that CMI receives the returned Product within the 15 business-day period. Buyer must prepay all freight, however, CMI will issue Buyer a credit for freight where CMI determines that nonconforming Product has been delivered. A 10% restocking fee may be charged for processing the return. Refunds will be issued using the same form of payment initially used to make the purchase.


Acceptance

You hereby agree and acknowledge that CMI's sales agents shall not have the authority to bind or in any way alter the terms and provisions of these Terms and Conditions of Sale. Your use of any goods and products purchased shall be deemed conclusively that all such goods and products are conforming and satisfactory to you.


Warranty/ Rejecting Non-Conforming Products

CMI warrants to you that all unopened products will, for a period of three (3) months from the shipment date, conform to the product specifications. The obligation of CMI, and your sole and exclusive remedy, pursuant to this warranty shall be for CMI (at its option) to repair or replace any defective product which is returned to CMI’s principal place of business, with transportation charges prepaid and thereafter determined by CMI to not comply with the terms of CMI’s warranty above. Notwithstanding the foregoing, CMI shall have no warranty obligation hereunder if the product becomes defective in whole or in part as the result of alterations not made by CMI or as the result of improper use or storage, or misapplication after it has been delivered to you. CMI will replace non-conforming products rejected by you, provided that you report the non-conforming products to CMI in writing within thirty (30) days of the invoice date. If you fail to notify CMI of any non-conformance within thirty (30) days of the invoice date, you shall be deemed to have accepted all such products as delivered subject to CMI’s warranty obligations above. No repair or replacement under CMI’s warranty obligations will extend or enlarge the warranty period.

EXCEPT AS SET FORTH HEREIN, CMI MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON CMI’S SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS OR GOODS SUITABLE FOR ANY PARTICULAR PURPOSE OR UPON ANY AFFIRMATIONS OF FACT OR PROMISES OF CMI WHICH EXTEND BEYOND CMI’S SPECIFICATIONS. IN THAT REGARD, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE ACCEPTING THE PRODUCTS ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS. FURTHERMORE, YOU HEREBY EXPRESSLY AGREE AND ACKNOWLEDGE THAT CMI SHALL HAVE NO LIABILITY OF ANY NATURE HEREUNDER BEYOND REPLACEMENT OR REPAIR OF ANY DEFECTIVE PRODUCTS. CMI SHALL HAVE NO LIABILITY OR OBLIGATION OF ANY NATURE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ORDER OR THE PRODUCTS REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL AND / OR EQUITABLE THEORY, AND EVEN IF CMI HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, IN NO EVENT SHALL CMI'S TOTAL LIABILITY TO YOU EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE PRODUCTS.


Force Majeure

CMI’s performance shall in all cases be subject to delays resulting from governmental requirements, strikes, or other concerted acts of workmen, fires, floods, earthquakes, explosions, riots, war, or armed conflict (declared or undeclared), accidents, acts of God, acts of terrorism, and other causes reasonably beyond CMI’s control.


Severability

In the event that any provision of these Terms and Conditions of Sale shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.


Governing Law/Choice of Venue

Your order and all payments are being made to CMI’s headquarters in California and the terms and conditions of your transaction (along with all rights, duties and obligations arising hereunder) shall be construed, interpreted and enforced in accordance with the laws of California without regard to its conflicts of law rules that would necessitate the application of the laws of any other jurisdiction. You also agree that any claim or action relating in any way to your order (except actions in which CMI seeks equitable relief) shall be brought in the Court of County of Los Angeles in California or if based solely upon federal law, in the United States District Court for the Western District of California. You hereby submit to the exclusive jurisdiction of said Courts. Furthermore, you agree that venue in said Courts shall be proper in all respects and covenants not to assert any defense or objection to the venue of said Courts.


Successors and Assigns

You may not transfer or assign any of your rights or delegate any of your obligations hereunder without the express prior written consent of CMI. These Terms and Conditions of Sale shall be binding upon, and inure to the benefit of CMI and its respective successors and assigns, including any corporation with which, or into which, CMI may be merged or which may succeed to its assets or business.


No Transfer of IP

You and CMI expressly agree and covenant that except as otherwise expressly provided in a separate written agreement executed by you and CMI, the sale of the products shall not be construed as granting any right, license, interest or claim of any nature in any trademark, service mark, patent, trade secret, invention, intellectual property right, or confidential information of CMI. You agree and covenant not to copy, reverse engineer or otherwise decompile the products for any commercial purpose.


Export Terms

You shall be solely responsible for complying with any and all laws and/or regulations governing the exportation of any goods or products delivered hereunder from the United States and the importation of any such goods or products in the country of destination, including, without limitation, the payment of any taxes and/or duties thereof.


No Waiver

The waiver by CMI of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained. No covenant, term, agreement or condition of these Terms and Conditions of Sale shall be deemed to have been waived by a party unless such waiver is in writing by such party.


Entire Agreement

These Terms and Conditions of Sale contain the entire understanding between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understanding, inducements or conditions, express or implied, oral or written, among you and CMI with respect to your purchase of the products. These Terms and Conditions of Sale may only be amended in writing and signed by an authorized corporate officer of CMI.


Indemnity

You shall and hereby covenant to protect, defend, indemnify and hold harmless CMI (which for this purpose shall include CMI’s parent companies, affiliates, subsidiaries, associates, directors, officers, employees, agents, successors and assigns) of, from and against and from any and all losses or damages, including (without limitation) any judgments, civil penalties, interest, expenses and costs (including, without limitation, attorneys’ fees), claims, lawsuits, actions, proceedings or investigations (“Claims”) which are made or brought against CMI (or other person indemnified hereunder) by any person, government or entity arising out of or in any way related to (a) the death of or injury to any person or damage to any property that resulted or is alleged to have resulted from the negligence or willful misconduct of you, your employees, subcontractors, and agents, in the performance of your obligations hereunder, or from your use of the products sold hereunder; (b) in connection with any drawings, schematics, promotional or advertising matter, guarantees, warranties, labels, or instructions furnished by you or submitted to CMI by you; (c) out of any infringement of any patent, design, trade name, trademark, copyright, trade secret, or any other intellectual property right or entitlement of any third party due to your use of the products; or (d) out of any environmental, property or toxic tort claim, lawsuit, judgment, loss, civil penalty or action.