TERMS & CONDITIONS
1. SCOPE & APPLICATION
1.1 You expressly agree and accept the Conditions set forth herein unconditionally as a binding contract ("the Agreement") enforceable by law. All such references to Product shall be ("Product"). "Customer", "I", "You" or "Your" refers to you.
2. PERSONAL INFORMATION AND YOUR PRIVACY
3. RETURNS, CANCELLATION AND REFUND POLICY
3.1 CANCELLATION TERMS: I also understand that I can cancel my order at any time without further obligation by calling 260-420-1011.
4. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE
4.1 Any prices, quotations and descriptions made or referred to on this website are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of Your order.
4.2 While we make every effort to ensure that items appearing on the website are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. We may reject Your order (without liability) if We are unable to process or fulfill it. If this is the case, We will refund any prior payment that you have made for that item.
4.3 An order submitted by You constitutes an offer by You to Us to purchase the Product on these Conditions and is subject to Our subsequent acceptance.
4.4 Prior to such acceptance, an automatic email acknowledgement of Your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of Your order.
4.5 Our acceptance of Your order takes effect and the contract concluded at the point where such offer is expressly accepted by Us dispatching Your order and accepting Your credit card or other payment ("Acceptance").
4.6 We may keep records of orders received, acknowledgements, acceptances and other contract records for a reasonable period after Acceptance. We may be able to provide You with copies on written request; however You must make sure you print a copy of all such documents and these Conditions for your own records.
5. YOUR REPRESENTATIONS
5.1 You represent that the information provided by You when placing Your order is up-todate, materially accurate, and is sufficient for Us to fulfill your order. You are responsible for maintaining and promptly updating Your account information with Us for accuracy and completeness and keeping such information (and any passwords given to You for the purposes of accessing the Site and/or purchasing Products) secure against unauthorized access. Unless agreed otherwise or required by applicable law, any warranties provided in relation to Your purchase only extend to You on the understanding that You are a user and not a reseller of the Product.
5.2 No warranty, commitment or any other obligation should ever be assumed by You on Our behalf or on behalf of a Product manufacturer, licensor or supplier without Our express prior written consent.
5.3 PRICE AND TERMS OF PAYMENT (NOTE: WE CANNOT CONFIRM PRICES PRIOR TO ACCEPTANCE OF YOUR ORDER)
5.4 Prices payable for the Product are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed. Prices may be indicated on the Site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to You on Our Acceptance.
5.5 We have the right at any time prior to Our Acceptance to withdraw any discount and/ or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify You of any mistakes in Product descriptions or errors in pricing prior to product dispatch. In such event if you choose to continue with fulfillment of the order, You acknowledge that the Product or Service will be provided in accordance with such revised description or corrected price.
5.6 The places that we deliver to are listed on the Site ("Territory"). Unless otherwise specified, prices quoted are: exclusive of the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Site); and exclusive of VAT and any other tax or duty which (where applicable) must be added to the price payable.
5.7 You agree to pay for taxes, shipping or carriage of Products as such costs are specified by Us on the Site when You submit Your purchase order. Payment shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement).
5.8 Except as expressly provided elsewhere in these Conditions or the Site, payment may be taken in full notwithstanding any claim for short delivery or defects.
5.9 We will charge credit or debit cards on dispatch of the Product or commencement of Services. We reserve the right to verify credit or debit card payments prior to Acceptance.
5.10 Where the payment is invoiced, each invoice shall be due on and made in full within thirty (30) days of the date of relevant invoice. If at any time you fail to pay any amount due on the relevant due date, We may by notice declare all invoiced amounts unpaid at that date to be immediately due and payable. No counterclaim or set-off may be deducted from any payment due without our written consent. We may also take action against You for the price of Products at any time after payment has become due even though property in those Products may not yet have passed to you.
6.1 If You commit an act of bankruptcy or enter into a deed of arrangement with creditors or a court order for winding-up is made against You or You take or suffer any similar action in consequence of debt or We have cause to believe that You are unable to pay Your debts as they fall due; or You fail to pay any amount by the due date or breach any of these Conditions then, without prejudice to any of our other rights, we may:
6.1.1 Stop any Products in transit; and/or
6.1.2 Suspend further Product deliveries; and/or
6.1.3 Stop or suspend provision of Services; and/or
6.1.4 By written notice, terminate Your order and all or any other contracts between Us and You.
7. LIABILITY LIMITATION
7.1 TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE (1) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCTS YOU ORDERED AND THAT ARE MOST CLOSELY RELATED TO YOUR DAMAGES AND (2) WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER.
7.2 Fort Wayne Medical Society, in its sole discretion, shall not be liable for a chance occurrence or unavoidable or uncontrollable accident beyond either party's control that prevents our ability to fulfill obligations under the contract.
8. THIRD PARTY RIGHTS
8.1 You shall indemnify Us against any and all liabilities, claims and costs incurred by or made against Us as a direct or indirect result of us performing Services or carrying out any work on or to the Products where this has been done to Your (or Your representative's) specific requirements or specifications causing an infringement or alleged infringement of any proprietary rights of any third party.
8.2 To the fullest extent permitted by law, we shall have no liability to You in the event the Products or Services infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trademark or other rights of any third party, You should refer to the relevant terms of the Product manufacturer and/or licensor/owner. We shall be obliged to transfer to You only such right or title as we have.
9.1 You shall not assign, transfer, charge or make over or purport to assign transfer charge to makeover Your rights under these Conditions. Any purported assignment shall be null and void.
9.2 We shall not be liable to You nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of Us being prevented, hindered or delayed in the performance by reason of any circumstances beyond Our reasonable control including (but not limited to) any act of God, war, terror, riot, civil commotion, governmental action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power, Internet communications, or materials and in such event we may elect to cancel Your order and refund any payments made.
9.3 You acknowledge that these Conditions supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us. These Conditions prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. To the fullest extent permitted under applicable law, We reserve the right to modify these Conditions without prior written notice to You with effect for the future, subject to Your right to reject, by way of written notice, our modifications to these Conditions with respect to any orders for which Acceptance, but not yet fulfillment, has occurred.
9.4 No relaxation, forbearance, delay or indulgence by either You or Us in enforcing any of these Conditions or the granting of time by either party to the other shall prejudice or restrict such rights and powers.
9.5 No waiver of any term or condition of these Conditions shall be effective unless made in writing and signed by Us. The waiver of any breach of any Condition shall not be construed as a waiver of any subsequent breach or condition.
9.6 If for any reason We determine or a court of competent jurisdiction finds that any provision or portion of these Conditions to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction:
9.6.1 These Conditions will not be affected in other jurisdictions to the extent that such determination or finding has no application; and
9.6.2 In the relevant jurisdiction, the remainder of these Conditions (to the fullest extent permitted by law) will continue in full force and effect.
10. GOVERNING LAW
10.1 The construction validity and performance of these Conditions shall be governed by US Law and You agree to submit to the exclusive jurisdiction of the California Courts, in the event of legal proceedings arising from any dispute; The language of any dispute resolution procedure or any proceedings will be English.