Terms and Conditions
These Terms and Conditions of Sale are subject to change without notice.
AGREEMENT. Buyer accepts these Terms and Conditions of Sale (“Terms and Conditions”) by (a) executing a separate agreement with Injectech, LLC (“Injectech”) which incorporates these terms and conditions, (b) delivering a purchase order for Injectech products or services (“Products”) with specifications, quantities, delivery dates and other terms acceptable to Injectech, (c) accepting delivery of the Products, or (d) paying the price for the Products, whether prior to delivery or not, as agreed to by the parties and/or set forth in the quote or invoice, whichever comes first.
PAYMENT TERMS. Net 30 days from receipt on open account, subject to approval. Visa, MasterCard and American Express are also accepted. All prices quoted and monies due are in U.S. dollars. Buyer agrees to be solely liable for any and all taxes arising out of Buyer’s purchase of Products and sale of such Products to its customers. Injectech will add sales, use and other taxes as required by law.
MINIMUM ORDER. The minimum order amount is $25.00.
DELIVERY AND SHIPMENT. All domestic shipments shall be F.O.B. Injectech’s facility, Fort Collins, Colorado. All international shipments shall be EXW Injectech’s facility, Fort Collins, Colorado (Incoterms 2000). Risk of loss shall transfer to Buyer upon delivery to the freight carrier. A Packaging/Handling fee will be applied as a percentage of the total invoice amount.
INSPECTION/ACCEPTANCE OF PRODUCTS. Buyer shall be responsible for inspecting all Products prior to acceptance. If the products are rejected, Injectech must receive written notice within 30 days of delivery. Otherwise, the Products shall be deemed to have been accepted by the Buyer.
LIMITED WARRANTY. Injectech warrants to Buyer that all Products shall be free from material defects in materials and workmanship. Products are warranted for a period of ninety (90) days from the date of shipment. Injectech must receive all warranty claims in writing no later than ninety (90) days from the date of shipment. Buyer expressly agrees that Buyer’s exclusive remedy, and Injectech’s sole liability, for any breach of the foregoing warranty shall be for Injectech, at its sole option, to repair, replace or modify the defective Product or to refund to Buyer the purchase price paid by Buyer for the defective Product. The warranty service shall be performed at a location determined by Injectech. In order to receive the warranty service, Buyer must return the defective Product within 30 days of notification from Buyer hereunder. All defective Products returned under this warranty that are replaced, or for which a refund is given to Buyer, shall become Injectech’s property. Notwithstanding the foregoing, this limited warranty shall not apply if:
(1) Product is altered or modified after delivery, including in Buyer’s manufacturing or assembly process.
(2) Any repairs or alterations have been performed by Buyer without prior notification to and authorization by Injectech.
(3) Negligence, misuse, or abuse of the product by any party.
This limited warranty does not extend to products not manufactured by Injectech or to damages caused by purchased components, parts or supplies not manufactured by Injectech. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED EXCEPT AS SET FORTH HEREIN. INJECTECH HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR PARTICULAR USE.
FORCE MAJEURE. Injectech shall not be liable, directly or indirectly, for any delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to, pandemic, Covid-19-related, or other health-related governmental orders or restrictions, fire, acts of God or third parties, labor disputes or disturbances, shortage of raw materials, supplies or components, manufacturing issues, retooling, upgrading of technology, embargo, government regulation, order or directive, or communication or utility failures.
CANCELLED ORDERS. Cancellations of custom orders are subject to a cancellation fee based upon the amount of design, development and manufacturing at the time of cancellation.
RETURNED GOODS. A return authorization must be obtained from Injectech for Products that do not conform to our warranty statement. Injectech does not allow returns in regards to changes to specifications, customer errors, or shipping schedules once the Product has been shipped.
INDEMNIFICATION. Buyer hereby agrees to the fullest extent permitted by law that it shall indemnify and hold harmless Injectech and its affiliated companies and each of their respective officers, directors, employees, shareholders, agents and representatives from all losses, claims, damages, expenses or liabilities of any kind (including attorney’s fees and court costs) resulting from or arising out of any use, modification, resale or transfer by Buyer of the Products. Buyer represents, warrants, and covenants that Buyer will not infringe or misappropriate, and neither the Products nor any element thereof will infringe or misappropriate, any intellectual property rights, including without limitation, any copyrights, trademarks, trade names, trade secrets and patent rights (“Intellectual Property Rights”) of any other person as a result of any specifications provided by Buyer. Buyer will, at its own expense, indemnify, defend, hold harmless and pay any and all costs and damages awarded against Injectech based on any third party claims that the Products infringe any Intellectual Property Rights. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which indemnification is required hereunder, the indemnified party may, at its option, require Buyer to defend such Claim at Buyer’s sole expense. Buyer may not agree to settle any Claim without the express prior written consent of the indemnified party.
LIMITATIONS ON LIABILITY. INJECTECH SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING ANY PRODUCT. UNDER NO CIRCUMSTANCE SHALL INJECTECH BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL) WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS, IRRESPECTIVE OF WHETHER INJECTECH HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL INJECTECH’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER FOR THE PRODUCTS PURCHASED. THIS PROVISION SHALL NOT LIMIT INJECTECH’S LIABILITY TO THE EXTENT OF ANY DAMAGES ATTRIBUTABLE TO INJECTECH’S WILLFUL OR WANTON CONDUCT.
EXPORT REGULATIONS; PERMITS. Buyer is solely responsible for compliance with any and all applicable export control requirements, including the U.S. Export Administration Regulations, related documentation requirements and internal control procedures and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. Buyer shall be solely responsible for obtaining any necessary export control licenses and permits.
CHANGES. Injectech reserves the right, and Buyer agrees that Injectech shall have the right, without prior notice to Buyer and without requiring Buyer’s consent, to change, in whole or in part, at any time, prices, discounts, rebates, warranties, product specifications, products offered, policies and terms and conditions of sale, including these Terms and Conditions.
APPLICABLE LAW; VENUE. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado. Any action at law, suit in equity, or judicial proceeding of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from these Terms and Conditions shall be litigated only in the state or federal courts located in the City and County of Denver, Colorado, and the parties waive any right they may have to challenge the jurisdiction of this court or seek to bring any action in any other forum, whether originally or by transfer, removal or change of venue.
Relationship of the Parties. This Agreement is not intended to create, and shall not be construed to create a relationship of principal and agent, joint venture, master and servant, employer and employee or partnership between Injectech and Buyer. Neither Party shall have the right to bind the other Party to any legal document or responsibility without first receiving written consent from that Party.
Compliance with Laws and Regulations. Injectech and Buyer both agree that they shall at all times comply with all applicable laws, ordinances, statutes, rules, and governing authorities having jurisdiction over the activities contemplated by this Agreement. Both Parties agree that each will ass
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business and was adequately represented by counsel and had the opportunity to consult with counsel to the extent so desired regarding the provisions hereof, including, without limitation, the indemnification and limitation of liability provisions herein, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the indemnification and limitation of liability provisions herein represents a reasonable allocation of risk between these two sophisticated businesses.