Last updated on March 21, 2022

TERMS AND CONDITIONS FOR SALES
THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS AND CONDITIONS; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, PRODUCTS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.

1. Applicability of Terms and Conditions. These terms and conditions (these "Terms") shall apply to your purchase of products and related services through https://texasmedicaltechnology.com (the “Site”). These Terms are subject to change at any time without prior written notice by Texas Medical Technology, Inc., its subsidiaries and/or affiliates (referred to herein as either “Company,” “we,” “us,” or “our”). The most recent version of these Terms shall be posted for your review at any time on the Site. Please review these Terms in their entirety prior to engaging in any transaction on the Site. Your continued use of the Site after any posting of updated Terms (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made.

1. Online Orders. When placing an order on our Site, you are effectively offering to purchase whatever products and services you select. We reserve the right to accept or reject any order in our own discretion. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time at our sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to our having sent to you the confirming email referenced herein.
2. If you have signed a formal written agreement between you and Company governing your purchases, that written agreement shall govern your purchases, including purchases from our Site, except as otherwise provided for in any such agreement. In the absence of such an agreement or in the event such agreement is silent as to a particular term or condition, the Terms contained in this Agreement shall control and shall apply to all of your purchases, including, but not limited to, online purchases from our Site, and may not be altered, supplemented, or amended by you through the use of any other document(s). Any attempt to alter, supplement, or amend this Agreement, or to enter an order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by you and Company  This Agreement does not supersede, waive or otherwise affect any security agreements, guarantees, credit applications or other agreements between you and Company, none of which may be amended except by a writing signed by each party. You acknowledge and agree that Company reserves the right to amend these Terms in its sole discretion as it sees fit from time to time.

1. Price.  All applicable prices are set forth alongside the goods and services offered on the Site. Prices are subject to change by Company at any time without notice. Any additional costs incurred by Company in connection with or arising out of the manufacture, sale or distribution of product, including, but not limited to, increases in labor, freight and materials cost before shipment of order and applicable overhead, may be invoiced to you and you agree to pay same. Premium time as required by you will be invoiced as an extra item. You will pay when due any sales, use, excise, gross receipts, or value-added taxes, shipping and handling charges, or other federal, state, or local taxes or other surcharges or assessments (other than any tax based on the net income of Company or imposed upon inventory held by Company in its warehouses) that Company is at any time obligated to pay or collect based on, or in any way levied on, the sale of products and/or services, or the products or any services related thereto.  In addition, you will be obligated to pay all interest or penalties assessed by reason of your failure to comply with your obligations hereunder. If Company pays any amounts which you are obligated to pay, then you will promptly reimburse Company in an amount equal to the amount so paid by Company.  

1. Pricing Errors.  Pricing errors may occur on the Site from time to time, on items sold by Company, or items sold by third-party sellers. Company attempts to correct all pricing errors promptly after discovery or after Company receives notice of an error. We reserve the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from us. Any payments you make to Company for orders that are canceled due to pricing errors will be refunded.

1. Payment Terms.  All payments shall be made in full, in good funds, and in accordance with the payment terms on your invoice, via valid ACH direct debit card, credit card, or use of a bona-fide electronic payment provider (i.e., PayPal) or other payment forms acceptable to Company.  By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. Until the product is paid for in full, Company retains, and you hereby grant to Company, a security interest in the ordered product.  Company may assess a service charge calculated at the rate of 1.5% per month (or the maximum rate allowed by law, if such rate is less than 1.5% per month) on any amount not paid to Company when due.  Failure or delay by Company to invoice you for any such service charge will not waive Company’s right to receive the same.  In the event of default in payments on any invoices, Company shall have the right to declare all invoices immediately due and payable.  You agree to pay all out-of-pocket expenses, including attorneys’ fees and costs, incurred by Company to collect any amounts due from you or to otherwise enforce any of the terms stated herein.  Company (including its affiliates, subsidiaries, parent or related entities, individually or collectively) may exercise a right of set-off against any and all amounts due to you.  Company shall be deemed a single creditor for purposes of this section.

1. Shipment and Delivery.  Orders are not binding upon Company until accepted by Company. Company reserves the right to refuse service to anyone. Company will indicate its acceptance of an order by issuing an invoice or by shipping the ordered product to you. All shipments are made F.O.B. Company’s shipping point unless otherwise specified.  In the absence of specific instructions, Company selects the carrier. You will be responsible for all associated shipping & handling charges. Title to products and risk of loss pass to you upon delivery thereof by Company to the carrier or delivery service.  While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments. You assume all risk of loss in shipping and all liability for loss or damages, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier.

1. Contingencies.  Company shall be excused from its obligations hereunder in whole or in part to the extent its performance is delayed or prevented by strikes, work stoppages or disputes, fires, floods, war (declared or undeclared), riots, loss or destruction of product, non-availability or delays of transportation, embargoes, accidents, delay or failure of Company’s suppliers to make delivery of material, shortages of material or labor, restrictions, limitations, obligations, taxes, assessments, duty or fee imposed by any government or governmental authority, domestic or foreign, or any other cause beyond Company’s control.  In such circumstances, Company’s obligations hereunder shall be suspended for so long as any such contingency continues, and you agree to extend and are deemed to extend, for a corresponding period, any letters of credit or trade acceptance opened by you in respect to such shipment or delivery, provided, however, that if any shipment or delivery hereunder shall be so prevented for more than ninety (90) days, either Company or you shall have the right to cancel the contract, but only with respect to such shipment or delivery, by written notice to the other. 

1. Credit. Company may at any time, in its sole discretion, limit the amount of credit to be extended to you and cancel any order with respect to all or any undelivered product if Company shall deem such action advisable for credit reasons.  You hereby represent and warrant that you are solvent and agree that such representation and warranty shall be deemed repeated upon each order and/or delivery hereunder. You hereby represent and warrant that you are solvent and agree that such representation and warranty shall be deemed repeated upon each order and/or delivery hereunder.

1. Generic Substitutions.  You hereby authorize Company to substitute one generic manufacturer's product for the equivalent product of another generic manufacturer without prior notice to you.

1. Returns.  You agree that any products that are returned will be handled in accordance with, and shall be subject to, Company’s applicable then-current Refund Policy.

1. Use of Products.  You warrant that you have all required governmental licenses, permits and approvals required to purchase, use and/or store the products you purchase from Company and that all your purchases from Company are for your “own use”, as such term is defined in judicial or legislative interpretation. Company may immediately terminate your ability to make purchases if Company determines that you or any facility owned, operated, or managed by you, directly or indirectly, has breached this “own use” limitation.  You will comply with all laws, rules and regulations applicable to products purchased hereunder. 

1. Privacy Policy and Website Terms of Use. Please review our Privacy Policy and Website Terms of Use, which can be found at the following addresses respectively: [https://texasmedicaltechnology.com/pages/privacy-policy] and [https://texasmedicaltechnology.com/policies/terms-of-service]. The Privacy Policy governs our processing of all personal information that we may collect from any person through the use of our Site. The Website Terms of Use governs your use of our Site in general.

1. Representations & Warranties (R&Ws); Disclaimers; Limitations on Liability.

1. Buyer’s R&Ws. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the products and services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying goods or services from the Site for solely your own use, and not for resale or export.

1. Limitation on Warranties. SUBJECT TO APPLICABLE LAW AND THE TERMS HEREOF, WE MAKE NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.

1. Sole And Exclusive Remedies/Liability Cap. SUBJECT TO APPLICABLE LAW, THE REMEDIES SET FORTH ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF OUR LIMITED WARRANTY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE YOU PAID ON THE SITE FOR ANY PRODUCTS OR SERVICES. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE OR LOST BUSINESS, DATA, GOODWILL, REPUTATION, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND ARISING OUT OF YOUR PURCHASES FROM COMPANY, THE USE OF PRODUCTS, OR COMPANY’S FAILURE TO DELIVER ORDERED PRODUCTS.

(d)    WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ORDERING SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

1. Discount Disclosure.  If you receive any “discounts or other reductions in price” under Section 1128B(b)(3)(a) of the Social Security Act (42 U.S.C.1320- 7b(b)(3)(a)) from Company, you may be required to disclose the discounts or reductions in price under any state or federal program which provides cost or charge-based reimbursement to you for the products or services you buy from Company, or as otherwise requested or required by any governmental agency.

1. Third Party Beneficiaries. These Terms are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

1. Force Majeure. Company shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.

1. Assignment. Company may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

1. Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

1. Governing Law/Binding Arbitration.

1. Governing Law. These Terms shall be governed by the laws of the State of Texas without regard to its conflict of laws principles.

1. Binding Arbitration. Subject to all applicable laws, you are agreeing to give up: (i) your right to litigate any claims that may arise hereunder in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one arbitrator sitting in Houston, Texas. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Texas. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. Company shall bear all of its own costs, as well as your reasonable outside attorneys’ fees, actually incurred in connection with any such arbitration proceedings; provided, however, that if we are the prevailing party, we shall be entitled to reimbursement for those amounts that were expended on your behalf. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This Section 16 provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.

1. No Waivers. Our failure to enforce any of our rights hereunder will not constitute a waiver of our right to make such enforcement in the future, subject to applicable law. You agree that all information on our Site, this Agreement, and your purchase terms, including, but not limited to, price, are confidential and may not be disclosed to third parties.  

Notices. We may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Site. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (i) facsimile, at: 346-250-2655; or (ii) personal delivery, overnight courier, or registered or certified mail to: Customer Service, 1111 Gillingham Lane, Sugar Land, TX 77478

1. Entire Agreement. These Terms, along with the confirmation email referenced in Section 2 above, any instructions that we provide you with relating to any product or service you obtain from us through the Site, and our Site’s “Terms of Use” and “Privacy Policy,” shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter.

If you have any questions or concerns, you may contact us at sales@texasmedicaltechnology.com email address or 346-250-262655. All other feedback, comments, requests for technical support and other communications relating to your purchase from the Site should be directed to sales@texasmedicaltechnology.com.