Terms of Sale & End User License Agreement
Effective date: on the date of order submission. Histologics LLC ("Histologics", "we", "us") provides the products and services described below subject to these Terms of Sale and End User License Agreement (the "Agreement"). By submitting an order form, sample request, or otherwise accepting delivery of Histologics products, you ("Customer" or "you") agree to be bound by this Agreement.
1. Eligibility & Intended Use
Histologics devices are FDA-cleared medical devices intended for use by, or under the direction of, a licensed healthcare professional. By submitting an order or sample request, you represent and warrant that:
- You are a licensed healthcare professional, a duly authorized representative of a healthcare facility or distributor, or are ordering at the explicit direction of one;
- The devices will be used only for their FDA-cleared indications and labeled instructions for use;
- You will not resell, redistribute, or transfer the devices outside the United States without Histologics' prior written consent;
- You will comply with all applicable federal, state, and local laws, including California Health & Safety Code provisions governing medical device distribution.
2. Orders, Pricing & Payment
All prices shown on the order form are list prices quoted in United States dollars and are subject to change without notice. If requested quantities qualify for volume discounts, the discounted pricing will be reflected on the final invoice. Orders are not binding on Histologics until accepted in writing or by shipment. Minimum order quantities, applicable taxes, and shipping & handling fees will be itemized on the final invoice. Payment terms are Net 30 from invoice date unless otherwise agreed in writing.
3. Sample Requests
Evaluation samples, where offered, are provided for the limited purpose of clinical evaluation by qualified healthcare professionals. Samples remain the property of Histologics until used and may not be resold, billed to a third party, or used in human subjects research outside the device's cleared indications. One introductory sample package per customer applies unless otherwise authorized in writing.
4. Shipping, Title & Risk of Loss
Unless otherwise specified, shipments are made F.O.B. Histologics' Anaheim, California facility. Title and risk of loss pass to Customer upon delivery to the carrier. Estimated ship dates are not guaranteed; Histologics is not liable for delays caused by carriers or events outside its reasonable control.
5. Returns & Cancellations
Returns are accepted only with prior written authorization and in accordance with the published Refund & Returns Policy on the applicable product site. Sterile, opened, or used devices are non-returnable. Orders accepted by Histologics may not be cancelled without written consent.
6. Limited Warranty
Histologics warrants that, at the time of shipment, its devices conform to published specifications and are free from material defects in materials and workmanship. This warranty does not cover damage resulting from misuse, mishandling, or use contrary to the labeled instructions for use. Customer's exclusive remedy and Histologics' sole obligation under this warranty is, at Histologics' option, replacement of the non-conforming product or refund of the purchase price.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, HISTOLOGICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HISTOLOGICS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM. HISTOLOGICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
8. Indemnification
Customer agrees to indemnify and hold Histologics harmless from any claims, damages, or expenses arising from (a) Customer's use of the products outside their labeled indications, (b) Customer's breach of this Agreement, or (c) Customer's violation of applicable law.
9. Intellectual Property & License
Kylon®, SoftBiopsy®, Soft ECC®, Soft K-Bride®, Soft K-Cot®, Soft K-Rette®, Spirabrush® CX, and related marks are trademarks of Histologics LLC. No license, express or implied, is granted under any Histologics patent, copyright, or trademark except the limited right to use the purchased device in accordance with its labeling.
10. Privacy
Personal information submitted via the order or sample form is processed in accordance with the Histologics Privacy Policy posted on the applicable product site. Information is used to fulfill the order, process payment, and provide related customer support.
11. Governing Law & Venue
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California for any dispute arising hereunder.
12. Entire Agreement
This Agreement, together with the order form, invoice, and any policies linked above, constitutes the entire agreement between Customer and Histologics with respect to the subject matter and supersedes all prior or contemporaneous communications. Any pre-printed terms on Customer's purchase order are expressly rejected unless agreed to in writing by Histologics.
13. Contact
Histologics LLC
4095 E. La Palma Ave., Suite N, Anaheim, CA 92807
Phone: 888-235-2275 |
Email:
This document is a generic terms-of-sale and EULA template provided for general informational purposes. It is not legal advice. Customers with questions about specific terms should contact Histologics or their own counsel.
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