General Terms & Conditions

 

 

 

GENERAL TERMS & CONDITIONS

FOR SALE OF PRODUCT BY

Global Implant Solutions, LLC (‘supplier”)

 

 

 

BY ENTERING INTO THE DISTRIBUTORSHIP AGREEMENT (“AGREEMENT”) TO WHICH THESE GENERAL TERMS AND CONDITIONS ARE ATTACHED AND MADE A PART, DISTRIBUTOR HEREBY ACCEPTS THESE ADDITIONAL TERMS AND CONDITIONS, AND AGREES THAT NO DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN THE DISTRIBUTOR’S PURCHASE DOCUMENTS WILL BE ACCEPTED.  CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE SAME MEANINGS ASCRIBED IN THE AGREEMENT. 

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1.   Price Changes.  The price and terms herein specified may be adjusted by Supplier at any time by written notice from the Supplier dispatched at least fifteen (15) days prior to the effective date of such price adjustment.  Distributor shall be deemed to have consented to such adjustment unless written rejection of any price increase is given to Supplier before the effective date thereof.  Any such rejection by Distributor shall operate to release Supplier from all further obligations to deliver until such time as the parties shall have agreed in writing upon an adjusted price or Supplier shall have consented in writing to re-establishment of the last prevailing Agreement price.  Such adjusted price shall be paid for all Product shipped hereunder on and after the effective date thereof unless subsequently again adjusted by Supplier. 

2.   Shipment Default by Distributor.  Each shipment of Products shall constitute a separate and independent transaction and Supplier may recover for each such shipment without reference to any other. If Distributor is in default with respect to any terms or conditions of the Agreement, then, in addition to any other legal remedy available to Supplier, Supplier may, at its option, defer further shipments hereunder until such default be remedied, or, Supplier may decline further performance of the Agreement. 

3.   Limitation of Supplier’s Liability. No claim of any kind, whether as to Product delivered or for non-delivery of Product, and whether arising in tort, agreement or otherwise shall be greater in amount than the purchase price of the Product in respect of which such damages are claimed; and the failure to give written notice of claim within thirty (30) days from date of delivery, or the date fixed for delivery, as the case may be, shall constitute a waiver by Distributor of all claims in respect of such Product.  IN NO EVENT SHALL SUPPLIER BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DISTRIBUTOR'S COSTS, LOST PROFITS OR GOOD WILL, REGARDLESS OF THE FORM OR BASIS OF ANY ACTION.

4.   Taxes, Fees and Assessments.  Distributor shall reimburse Supplier for all taxes (including increases in existing taxes and the application of new taxes) excises or other charges which Supplier may be required to pay to any governmental authority (national, state, provincial or local) upon, or measured by, the sale, production, transportation or use of any Product sold hereunder.  Distributor shall also pay all licensure fees and assessments and sales, use and other taxes now or hereafter imposed on account of the Products; ownership, use or possession of any of the Products in the Territory, whether such fees, assessments or taxes are assessed to Supplier or Distributor, together with any penalties or interest in connection therewith. 

5.   General Indemnification. Distributor shall indemnify and hold harmless Supplier and its officers, directors, employees, agents, servants, successors and assigns, from and against all liabilities, costs, expenses, attorneys' fees and other expenses of any nature arising from (a) any breach or default in the performance of any obligation to be performed by Distributor under this order, (b) any negligence by Distributor or any of Distributor’s agents, employees, representatives, licensees or contractors concerning any obligation of Distributor to be performed under the Agreement and any order, (c) the sale or use of the merchandise purchased under this order, and (d) any violation of any international, federal, state or local law, regulation or ordinance in connection with the sale or use of such Products.  If any action or proceeding is brought against Supplier and/or by reason of any claim, Distributor, upon notification from Supplier, shall defend the action or proceeding at Distributor’s sole cost by counsel satisfactory to Supplier.