Terms & Conditions of Sale
1. Acceptance
These Terms and Conditions of Sale govern all quotations, acknowledgements, sales, and shipments of products by ITW Medical (Seller). Seller's acceptance of any order is expressly conditioned on Buyer's assent to these terms.
2. Prices
Prices quoted are firm for thirty (30) days unless otherwise stated in writing. All prices are exclusive of taxes, duties, and shipping charges, which shall be the responsibility of the Buyer.
3. Payment Terms
Payment terms are net thirty (30) days from date of invoice unless otherwise specified. Past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4. Shipping & Delivery
All shipments are made FCA Seller's facility (Incoterms 2020). Risk of loss passes to Buyer upon delivery to the carrier. Delivery dates are estimates only and are not guaranteed.
5. Inspection & Acceptance
Buyer shall inspect all goods within fifteen (15) days of receipt. Failure to provide written notice of any nonconformity within that period shall constitute irrevocable acceptance.
6. Warranty
Seller warrants that products will conform to mutually agreed specifications and be free from defects in material and workmanship for a period of one (1) year from date of delivery.
7. Warranty Exclusions
The foregoing warranty does not apply to defects resulting from misuse, abuse, accident, modification, improper installation or storage, or use beyond rated capacity.
8. Limitation of Liability
In no event shall Seller be liable for incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of use, or business interruption.
9. Indemnification
Buyer shall indemnify and hold Seller harmless from all claims, damages, and expenses arising out of Buyer's use or sale of the products, except to the extent caused by Seller's negligence.
10. Intellectual Property
All intellectual property rights in the products, including any designs, drawings, tooling, and know-how, remain the exclusive property of Seller unless otherwise expressly agreed in writing.
11. Confidentiality
Each party shall protect the other's confidential information with at least the same degree of care it uses to protect its own confidential information of similar importance.
12. Tooling
Tooling charges, when separately invoiced, cover only Buyer's right of use. Title to all tooling, including patterns, dies, and molds, remains with Seller.
13. Changes & Modifications
Buyer may request changes in writing. Seller reserves the right to adjust pricing and delivery schedules to reflect any approved changes.
14. Cancellation
Orders may not be cancelled or rescheduled by Buyer without Seller's written consent and payment of reasonable cancellation charges, including all costs incurred to date.
15. Force Majeure
Seller shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, labor disputes, epidemics, or supplier failures.
16. Compliance with Laws
Buyer shall comply with all applicable laws and regulations in connection with its purchase, use, and resale of the products, including export control and end-use restrictions.
17. Export Control
Buyer acknowledges that products may be subject to U.S. export control laws and shall not export, re-export, or transfer products in violation of such laws.
18. Quality Standards
All products are manufactured in accordance with Seller's quality system, which is certified to ISO 13485 across all ITW Medical sites.
19. Returns
No products may be returned without Seller's prior written authorization. Returns must include a Return Merchandise Authorization (RMA) number issued by Seller.
20. Remedies
Buyer's exclusive remedy for any nonconforming product shall be, at Seller's option, repair, replacement, or refund of the purchase price. This remedy is in lieu of all others.
21. Taxes
Buyer shall pay or reimburse Seller for all taxes, duties, and similar governmental charges imposed in connection with the sale, except for taxes on Seller's net income.
22. Assignment
Buyer may not assign any rights or obligations under these terms without Seller's prior written consent. Any attempted assignment without such consent shall be void.
23. Severability
If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
24. Waiver
No waiver by Seller of any breach shall be deemed a waiver of any other or subsequent breach. All waivers must be in writing and signed by an authorized representative of Seller.
25. Entire Agreement
These Terms and Conditions, together with the applicable quotation and acknowledgement, constitute the entire agreement between the parties and supersede all prior negotiations.
26. Modifications
No modification or amendment of these terms shall be binding unless made in writing and signed by an authorized representative of Seller.
27. Governing Law
These terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
28. Dispute Resolution
Any dispute arising under these terms shall be resolved exclusively in the state or federal courts located in Illinois, and the parties consent to such jurisdiction.
29. Notices
All notices required under these terms shall be in writing and delivered to the address set forth on the applicable invoice or as otherwise designated in writing.
30. Contact
For questions regarding these terms, contact ITW Medical at 11411 Price Road, Hebron, Illinois 60034-8936, or by phone at 800.248.2461.