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General Terms and Conditions of Sale
General – Scope
1. These conditions of sale apply exclusively; Aspen Medical Products, LLC (“Aspen”) does not acknowledge any terms and conditions of the customer that conflict with or deviate from these conditions of sale unless it has expressly agreed to their validity in writing. These conditions of sale shall also apply if Aspen unconditionally executes the delivery to the customer in the knowledge of conflicting or deviating conditions of the customer.
2. All agreements made between Aspen and the purchaser for the purpose of executing this contract are set out herewith.
3. All products sold by Aspen may not be exported or re-exported to a country subject to US embargo, nor sold directly or indirectly to any persons or companies who are not authorized to obtain such US products or for sale (in accordance with the lists available or viewable at: http://apps.export.gov/csl-search#/csl-search), unless there is an export license or approval from the required US-American Government authority.
2. Prices - Terms of Payment
1. The price stated in the offer is in USD and is binding.
2. Sales tax is not included in the price provided by Aspen; sales tax, if any, will be shown separately in the bill at any applicable statutory rates on the date of invoicing.
3. Unless otherwise stated in the order confirmation, the purchase price is payable without deduction within 30 days of receipt of the invoice. If the purchaser is in default of payment, Aspen is entitled to demand statutory default interest and other default costs without the need for a separate reminder.
4. The customer shall only be entitled to offset rights and rights of retention if his counterclaims have been legally established, are undisputed or have been recognized by Aspen. Furthermore, the exercise of a right of retention shall be considered only to the extent that the recognized or legally established counterclaim is based on the same contractual relationship.
3. Delivery Time
1. Unless otherwise agreed, the delivery period is 12 weeks.
2. If the purchaser is in default of acceptance or if it violates other obligations to cooperate, Aspen shall be entitled to demand compensation for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods is held by the buyer.
4. Transfer of Risk
1. The regulations for the delivery, the carrying of the costs of the transport as well as the transfer of risk arise from the rules provided under the Uniform Commercial Code as well as other provisions provided in the order confirmation.
1. Aspen warrants to all original purchasers of the goods that the goods are free from material and workmanship defects for a period of one year, beginning on the date of the transfer of risk.
2. If there is a defect in the goods for which Aspen is responsible, Aspen is entitled, at its discretion, to remedy the defect in the form of a remedy of the defect or a replacement delivery. Aspen shall have no obligation under this section if: (a) the goods were not purchased from Aspen or through Aspen’s authorized channels of distribution, (b) the product has been altered, (c) any parts not supplied by Aspen have been inserted into the product; or (d) the product was not used in accordance with Aspen’s Instructions for Use.
3. The foregoing is the sole and exclusive remedy for failure in service or defect in the product.
4. The specifics of the warranty provisions provided herewith in Section 5 may vary from state to state.
5. Further claims of the purchaser - for whatever legal reasons - are excluded. Aspen is not liable for damages that did not occur on the delivery item itself; in particular Aspen is not liable for lost profits or other pecuniary losses of the customer.
1. Aspen shall not be liable under this or any implied warranty for any direct, special, incidental, or consequential damages. This warranty is in lieu of all other warranties, expressed or implied, including the warranty of merchantability or fitness for a particular purpose or use, and all obligations or liabilities on the part of Aspen for damages arising out of or in connection with the use of the products, which are hereby disclaimed and excluded by Aspen.
2. Insofar as the liability of Aspen is excluded or limited, this also applies to the personal liability of the employees, employees, employees, representatives and vicarious agents of Aspen.
7. Retention of Title
1. Aspen retains title to the goods until fulfillment of all claims against the customer. In the event of breach of contract by the customer, in particular in case of default, Aspen is entitled to withdraw from the contract and to take back the goods for their recovery. The proceeds of the sale, less the costs of utilization, are to be offset against the liabilities of the custome
2. The customer is entitled to resell the goods in the ordinary course of business; however, it hereby assigns to Aspen all claims equal to its agreed price (including the impact of tax) arising out of the resale against its customers or third parties, whether or not the goods have been resold without or after processing. Aspen undertakes, however, not to collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and in particular no insolvency proceedings on the assets of the purchaser is opened or payment has ceased. However, if this is the case, Aspen may demand that the purchaser disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtor (third party) of the assignment.
3. The processing or transformation of the goods by the customer is always carried out by the reselling party. If the goods are processed with other items not belonging to Aspen, Aspen acquires co-ownership of the new item in proportion to the objective value of the goods from Aspen to the other processed items at the time of processing. Incidentally, the same applies to the goods resulting from processing as for the goods delivered under reserve.
4. If the goods are inseparable from other objects not belonging to Aspen, Aspen acquires co-ownership of the new objects in proportion to the objective value of the goods from Aspen to the other co-mingled objects at the time of co-mingling. If the co-mingling takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the purchaser assigns Aspen proportionate co-ownership. The customer keeps the resulting sole ownership or co-ownership for Aspen.
8. Data Collection
1. For the purposes of credit verification, Aspen shall have the right to obtain from an economic information file the address and credit- worthy data stored therein in the database, including those determined on the basis of mathematical-statistical procedures, provided Aspen has credibly set out a legitimate interest.
2. At the same time and to the same extent, Aspen is entitled to obtain personal information about the business owner and / or the managing director(s).
3. The customer hereby acknowledges that Aspen will collect the aforementioned data in compliance with applicable United States data security standards.
9. Applicable Law - Jurisdiction - Written Form - Severability Clause
1. Only the laws of the State of California, United States of America are applicable to the contractual relationship.
2. Place of jurisdiction is Orange County, California. Aspen is also entitled to file suit at the customer's place of general jurisdiction.
3. Any change and addition to a single order and these conditions must be in writing. This can only be waived in writing.
4. In the event that one of the above clauses should be ineffective, the validity of the entire agreement remains unaffected. Instead, the parties undertake to conclude an agreement which most closely approximates the desired arrangement economically.