Terms & Conditions

TheseTerms and Conditions are incorporated into each purchase order or other paperor electronic request to purchase (“P.O.”) Venture Medical, LLC (“VentureMedical” or “Venture Medical”), accepts. Each P.O. constitutes an offer which shall be deemed accepted solely by written or electronic acceptance of the P.O.or shipment of the requested Products by Venture Medical.

1. PARTIES. Venture Medical, LLC, a Montana limited liability company, is referred to herein as “Venture Medical,” and the person, practice group, clinicor company purchasing goods or services, referenced on the P.O., is referred to herein as “Customer” (individually, each a “Party” and, collectively, the“Parties”). All materials, goods or services described on the P.O., regardlessof type, are referred to as “Products.”

2. PRICE ADJUSTMENTS; PAYMENT. Customeris solely responsible for any state, local, or federal sales, use, excise orother taxes and unless specifically stated. Taxes will be added to the finalinvoice price where Venture Medical is required to collect from Customer;provided, if Venture Medical does not collect applicable taxes and is laterasked by or required to pay such taxes to any taxing authority, Customer willmake prompt payment to Venture Medical of the amount of such taxes. At VentureMedical’s option, prices may be adjusted to reflect any increase in costsresulting from state, federal or local legislation or any change in the ratecharge or classification of any carrier. Unless otherwise specified by VentureMedical, all prices are F.O.B. origin. Payment is due in accordance with theapplicable sales agreement between Venture Medical and Customer; if no paymentterms are specified in the sales agreement, full payment is due 45 days fromdate of invoice. Past due invoices are subject to a service charge on theunpaid balance at an interest rate of the lesser of 1.5% per month, calculatedon a daily basis, or the maximum allowable interest under applicable law,whichever is less. Customer shall reimburse all expenses Venture Medical incursin collection, including reasonable attorneys’ fees and third-party collectionexpenses, in cases where the Customer is in breach of any of these Terms andConditions or has failed to make payment as required herein.

3. SHIPMENT; DELIVERY; RISK OF LOSS. Title to and risk of loss of a Product passes to Customer when Customer receives the Product. Venture Medical will pay shipping charges for second business day afternoon delivery. Customer is responsible for excess shipping charges for expeditedor weekend delivery. Each shipment date is approximate. Venture Medical is not responsible for damages of any kind resulting from any delay in shipment ordelivery of Products.

4. WARRANTY. Company does not manufacture any Products. Theonly warranty given in respect of any Product is directly from themanufacturer. VENTURE MEDICAL MAKES NO WARRANTY, EXPRESS, STATUTORY OR IMPLIED,AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISEON THE PRODUCTS, OR OF COMPATABILITY OF ANY PRODUCTS WITH A SPECIFICRECIPIENT/PATIENT. VENTURE MEDICAL DISCLAIMS ALL WARRANTY AGAINST DISEASETRANSMISSION AND CONFORMITY TO MODELS OR SAMPLES OF MATERIALS ORNON-INFRINGEMENT. ADDITIONALLY, VENTURE MEDICAL MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE BIOLOGIC PROPERTIES OR BIOMECHANICAL PROPERTIES OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE RISK OF DISEASE TRANSMISSION TO POTENTIAL RECIPIENTS. FOR THIS SECTION: (A) “BIOLOGIC PROPERTIES” MEANS THE GENETIC PROPERTIES OF A PART OR FUNCTION OF A LIVING BODY; AND (B)“BIOMECHANICAL PROPERTIES” MEANS THE MECHANICAL PROPERTIES OF A PART OR FUNCTION OF A LIVING BODY, WHICH PROPERTIES DEPEND UPON THE INHERENT PROPERTIES OF THE PART OR FUNCTION’S CONSTITUENTS AND UPON HOW THE CONSTITUENTS ARE ARRANGED RELATIVE TO EACH OTHER. 

5. INSPECTION OF PRODUCTS ON DELIVERY; RETURNS. Customer shall promptly inspect all Products upon delivery. No claims for shortages will be allowed unless such shortages are reported to Venture Medical within 14 days after delivery. Returns may only be made upon request for RMA made in writing to Venture Medical within 21 days after receipt as evidence by the carrier’s tracking data. RMA approval or denial will generally occur within one(1) business day after receipt of such request. If approved, Venture Medical will send Customer an RMA return label by email. All Products returned by therefore going process will be accepted if received by Venture Medical within 28 days of original delivery to Customer, provided that the Products are in their original condition and packaging. Except for Products damaged in transit or shipped in error, all returns are subject to a restocking fee of up to 25% of the Product price. The following Products are not eligible for return: (a) Products that have deteriorated because of improper handling, abuse or other factors beyond the control of Venture Medical; (b) Products that have been opened, partly used or sterilized, or for which the labels or seal shave been removed or tampered; and (c) Products with an expiration date printed on the Product label that is earlier than ninety (90) days after the RMA request is made by Customer. Requests for return expire for any Products not shipped within 21 days after issuance of RMA or not received within 28 days after issuance of RMA.

6. CLAIMS; COMMENCEMENT OF ACTIONS. No claims against Company relating to any Products will be allowed unless asserted in writing within 30 days after delivery of such Product. Any lawsuit or other action by Buyer based upon breach of this contract or upon any other claim arising out of this sale must be commenced within 90 days after the date of the tender of delivery by Company. Returns of Products by Buyer to Company must conform to Company’s “Biologics Return Policy and Restocking Fee” Policy.

7. LIMITATION OF LIABILITY. Company shall use reasonable efforts to ship all accepted orders of Products on a timely basis, but shall not be liable for nonperformance or delay caused by  shortages, delivery or labor problems, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, or other causes beyond Company’s reasonable control. IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER, WHETHER AS A RESULT OF BREACH OF CONTRACT, PRODUCT LIABILITY, WARRANTY, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR AS THE RESULT OF THE SALE, DELIVERY, NON-DELIVERY, APPLICATION, USE OR LOSS OF USE OF ANY PRODUCT OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, WITHOUT COMPANY’S WRITTEN CONSENT, EVEN IF COMPANY HAS BEEN NEGLIGENT. IN NO EVENT SHALL COMPANY’S LIABILITY UNDER ANY CLAIM MADE BY BUYER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER BASIS, EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.

8. CREDIT; RIGHTS OF COMPANY. If Customer fails to pay any indebtedness to Venture Medical promptly when due, or if Customer’s performance or financial condition shall at any time seem to Venture Medical inadequate to warrant an extension of credit, Venture Medical may, if it so elects, with or without demand for any payment past due and without prejudice to any other rights or remedies available to it, take some or all of the following actions: (a) require cash payment in advance or on delivery or on presentation of a sight draft attached to a bill of lading or such other security or proof of responsibility as is satisfactory to Venture Medical, as a condition to making further shipments of Products to Customer (irrespective of whether such shipments are in fulfillment of any order already received and accepted by Venture Medical); (b) cancel all or part of any unfilled and unshipped P.O.; (c) apply any outstanding credits due Customer against any indebtedness owing by Customer, whether or not due or past due. If Customer fails in any way to fulfill any of its obligations hereunder, Venture Medical may defer further shipments until such default is corrected or cancel any order and recover damages.

9. CANCELLATIONS. After Venture Medical’s acceptance of a P.O, an order shall not be subject to Customer cancellation except with Venture Medical’s advance written consent and upon terms that will indemnify Venture Medical against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in Section 2 above.

10. COMPLIANCE. Each Party covenants that it will comply strictly with all applicable laws, regulations, court orders, and rules as may be applicable to the possession or use of Products from time to time.

11. FORCE MAJEURE. Neither Party shall be liable for any delays in delivery from any cause beyond its control including, without limitation, acts of God, fire, flood, strike, lockout, factory shutdown, supply shortage, priority request, riot, war, or embargo. When a Party’s delay or nonperformance continues for a period of at least 90 days due to any such event, the other party may terminate this Agreement. In the event of shortage of supply of materials or goods for any reason, Venture Medical may allocate its available supply among itself and its customers, including Customer, in a manner determined by Venture Medical in its sole discretion.

12. LIMITATION OF ASSIGNMENT. Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent, except Venture Medical may assign to any Venture Medical with which it is affiliated or to any entity into which it shall be merged or consolidated, or by which it, or all or substantially all of its assets, shall be acquired or any other company resulting from a reorganization of Venture Medical or its business segments.

13. NO WAIVER. Customer’s obligations hereunder may only be varied by the written approval of Venture Medical’s Chief Executive Officer or Chief Legal Officer in each instance. No waiver by Venture Medical of the applicability of any of these Terms and Conditions to a specific Product or order shall in any way limit or eliminate Venture Medical’s right to enforce all of these Terms and Conditions with regard to other Products and orders.

14. ENTIRE AGREEMENT. This document contains the entire agreement between the Parties and constitutes the final, complete and exclusive expression of the terms of the agreement. All prior or contemporaneous written or oral communications, agreements, forms or negotiations with respect to the subject matter hereof are replaced in their entirety. These terms shall exclusively govern all P.O.s, notwithstanding any order form or communication from Customer containing additional or contrary terms or conditions, unless Venture Medical specifically agrees to such terms in writing. No Venture Medical acknowledgement of a P.O. shall be deemed to be an acceptance by Venture Medical of any such additional or contrary terms or conditions, and such acknowledgement is expressly conditional on Customer assenting to, or otherwise being bound exclusively by, the terms set forth herein. Stenographical and clerical errors are subject to correction by Venture Medical.

15. GOVERNING LAW. This document and the sale of all Products shall be governed by and construed in accordance with the laws of the State of Montana, excluding its conflict of laws rules. All disputes shall be filed solely in a court of competent jurisdiction located in the State of Montana or of the State in which any office or facility of Customer is located, at the sole discretion of Venture Medical.

16. PERSONAL GUARANTY. At Venture Medical’s sole discretion, Customer may be required to provide a personal guarantee of payment (and not of collection), by one or all owners of Customer, of all payment obligations of Customer to Venture Medical as a condition of Venture Medical accepting any orders from Customer.

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