Terms & Conditions

These Terms and Conditions are incorporated into each purchase order (“P.O.”) Venture Medical, LLC (“Venture” or “Company”), accepts. Each P.O. constitutes an offer which shall be deemed accepted solely by Venture’s authorized signature on the P.O.

1. PARTIES. Venture Medical, LLC, a Montana limited liability company, is “Company,” and the person, practice group, clinic or company purchasing goods, referenced on the P.O., is “Buyer” (individually, each a “Party” and, collectively, the “Parties”). All materials, goods or work described on the P.O. regardless of type, is referred to as “Products.”

2. PRICE ADJUSTMENTS; PAYMENT. Buyer is solely responsible for any state, local, or federal sales, use, excise or other taxes and unless specifically stated. Taxes will be added to the final invoice price where Company is required to collect from Buyer; provided, if Company does not collect applicable taxes and is later asked by or required to pay such taxes to any taxing authority, Buyer will make prompt payment to Company of the amount of such taxes. At Company’s option, prices may be adjusted to reflect any increase in costs resulting from state, federal or local legislation or any change in the rate charge or classification of any carrier. Unless otherwise specified by Company, all prices are F.O.B. origin and payment is due net 45 days from date of invoice. Past due invoices are subject to a service charge on the unpaid balance at an interest rate of the lesser of 1.5% per month or the maximum allowable interest under applicable law. Buyer shall reimburse all expenses Company incurs in collection, including reasonable attorneys’ fees, in cases where the Buyer is in breach of any of these Terms and Conditions or has failed to make payment within the stipulated time.

3. SHIPMENT; DELIVERY; RISK OF LOSS. Title to and risk of loss of a Product passes to Buyer when Buyer receives the Product. Company pays for shipping charges for next business day afternoon delivery. Buyer is responsible for excess shipping charges for Saturday or next business day morning delivery. Each shipment date is approximate. Company is not responsible for damages of any kind resulting from any delay in shipment or delivery of Products.

4. WARRANTY. Company does not manufacture any Products. The only warranty given in respect of any Product is directly from the manufacturer. COMPANY MAKES NO WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE ON THE PRODUCTS, OR OF COMPATABILITY OF ANY PRODUCTS WITH A SPECIFIC RECIPIENT/PATIENT. COMPANY DISCLAIMS ALL WARRANTY AGAINST DISEASE TRANSMISSION AND CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR NON-INFRINGEMENT. ADDITIONALLY, COMPANY 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. Buyer shall promptly inspect all Products upon delivery. No claims for shortages will be allowed unless such shortages are reported to Company within seven days after delivery. Returns may only be made upon request for RMA made in writing to Company 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, Company will send Buyer an RMA return label by email. All Products returned by the foregoing process will be accepted if received by Company within 28 days of original delivery to Buyer, provided that the Products are in their original condition and packaging. Except for Products 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 Company; (b) Products that have been opened, partly used or sterilized, or for which the labels or seals have 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 Buyer. 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 Buyer fails to pay any indebtedness to Company promptly when due or if Buyer’s performance or financial condition shall at any time seem to Company inadequate to warrant an extension of credit, Company 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 Company, as a condition to making further shipments of Products to Buyer (irrespective of whether such shipments are in fulfillment of any order already received and accepted by Company); (b) cancel all or part of any unfilled and unshipped P.O.; (c) apply any outstanding credits due Buyer against any indebtedness owing by Buyer, whether or not due or past due. If Buyer fails in any way to fulfill any of its obligations hereunder, Company may defer further shipments until such default is corrected or cancel any order and recover damages.

9. CANCELLATIONS. After Company’s acceptance of a P.O, an order shall not be subject to Buyer cancellation except with Company’s advance written consent and upon terms that will indemnify Company against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in Section 3 above.

10. LIMITATION OF ASSIGNMENT. Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent, except Company may assign to any company 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 Company or its business segments.

11. NO WAIVER. No waiver by Company of the applicability of any of these Terms and Conditions to a specific Product or order shall in any way limit or eliminate Company’s right to enforce all of these Terms and Conditions with regard to other Products and orders.

12. 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 Buyer containing additional or contrary terms or conditions, unless Company specifically agrees to such terms in writing. No Company acknowledgement of a P.O. shall be deemed to be an acceptance by Company of any such additional or contrary terms or conditions, and such acknowledgement is expressly conditional on Buyer assenting to, or otherwise being bound exclusively by, the terms set forth herein. Stenographical and clerical errors are subject to correction by Company.

13. 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.

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