This agreement is in effect as of Feb 05, 2020.
We reserve the right to change this User Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
Responsible Use and Conduct
By visiting our website and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as 'Resources'), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.
Wherein, you understand that:
a. In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.
b. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.
c. Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
d. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.
e. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.
f. You are solely responsible any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
g. We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
i. Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
ii. Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;
Iii. Contains any type of unauthorized or unsolicited advertising;
Iiii. Impersonates any person or entity, including any www.bizincubate.com employees or representatives.
We have the right at our sole discretion to remove any content that, we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any 3rd party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
i. You agree to indemnify and hold harmless Biz Incubate LLC and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.
Limitation of Warranties
By using our website, you understand and agree that all Resources we provide are "as is" and "as available". This means that we do not represent or warrant to you that:
i) the use of our Resources will meet your needs or requirements.
ii) the use of our Resources will be uninterrupted, timely, secure or free from errors.
iii) the information obtained by using our Resources will be accurate or reliable, and
iv) any defects in the operation or functionality of any Resources we provide will be repaired or corrected.
Furthermore, you understand and agree that:
v) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.
vi) no information or advice, whether expressed, implied, oral or written, obtained by you from Biz Incubate LLC or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
Limitation of Liability
In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. Biz Incubate LLC will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.
All content and materials available on www.bizincubate.com, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of Biz Incubate LLC, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by Biz Incubate LLC.
Termination of Use
You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our website and Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.
This website is controlled by Biz Incubate LLC from our offices located in the state of CA, United States of America. It can be accessed by most countries around the world. As each country has laws that may differ from those of CA, by accessing our website, you agree that the statutes and laws of CA, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site.
Furthermore, any action to enforce this User Agreement shall be brought in the federal or state courts located in United States of America, CA You hereby agree to personal jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
UNLESS OTHERWISE EXPRESSED, Biz Incubate LLC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
PRODUCT PURCHASE TERMS & CONDITIONS
All sales of Medical Products and Services to a third party by Biz Incubate LLC., including all of its divisions and subsidiaries in all geographic locations around the world (“Seller”), are made on the following terms and conditions. In these Standard Terms of Sale, any products sold by Seller to the buyer named in Seller’s quotation or acknowledgment (“Buyer”) are referred to below as “Products” and any services sold by Seller to Buyer are called “Services.” These Terms and Conditions of Sale are incorporated by reference into every quotation acknowledgement and invoice issued by Seller.
1. Agreement. If Buyer has not otherwise agreed to these Standard Terms of Sale, then Buyer’s acceptance of Seller’s quotation for or delivery of, or payment for, the Products or Services shall constitute Buyer’s agreement to these Standard Terms of Sale. Seller objects to and will not agree to any terms that are additional to or different from these Standard Terms of Sale. Terms that are printed on or contained in a purchase order (“PO”) or other form prepared by Buyer which is additional to, in conflict with or inconsistent with these Standard Terms of Sale shall be considered to be inapplicable and shall have no force or effect. If Buyer objects to any of the provisions of these Standard Terms of Sale, Buyer must bring such objection to the attention of Seller in writing separate from any PO or other printed form of Buyer, which shall be deemed to be a proposal for different terms and conditions that may be accepted only in writing signed by Seller. All orders are subject to the approval of Seller.
2. Prices. The prices for the Products are listed on the face of the quotation and are not subject to decrease on account of pricing to any other buyers. Prices quoted are subject to change day by day relative to market fluctuation based on supply and demand as well as outside factors from third party manufacturers and shippers. Seller has the right to increase its prices at any time upon notice to Buyer to reflect any increase in Seller’s costs, including, but not limited to, an increase in the cost of materials, cost of labor, inflation rate, foreign exchange rate and any other changes in economic or market conditions. If Buyer requests and Seller agrees to any changes in Buyer’s order after its receipt by Seller, Buyer shall pay all charges reasonably assessed by Seller with respect to those changes. Any change to the Products order by Buyer will permit Seller to re-quote the Products in their entirety. In the event that any
change to the Products results in the obsolescence of any raw material or supplies reasonably purchased by Seller, Buyer shall pay for such costs prior to the delivery of any modified Products. These conditions shall apply to all POs or releases issued by Buyer regardless of their nature of being a requirement, serial, blanket, open, fixed-term or spot buy PO.
3. Payment Terms. Unless otherwise specified in Seller’s quotation or acknowledgment, payment in full of the product price is due upon receipt of the quotation and acceptance of the invoice of the Products or start of performance of the Services. Production will not begin until payment is made in full. Shipping is calculated in real time and charged at the time shipment is required. Any shipping payment not made when due shall accrue a late charge of 1.5% per day. Product will not be shipped until shipping payment is received. Payment must be made to Seller’s designated bank account(s). Buyer may not offset or recoup any claim against amounts due Seller. Buyer shall comply with the dates of payment even if transportation, delivery, erection, commissioning or acceptance of Products is delayed or prevented for reasons beyond the control of Seller. Buyer is not entitled to withhold or reduce payments because of complaints, or to offset them against counter-claims that Seller does not recognize or that have not been established with any legal force.
4. Delivery and Risk of Loss. Unless Seller agrees otherwise in writing, Seller shall ship the Products to Buyers facility or requested spot of delivery. Title, and risk of loss as well as other risks not mentioned related to potential loss or damage of the Products shall pass to Buyer upon confirmed delivery through tracking of the Products to their designated address regardless: at first attempt to delivery, should Buyer not be present, and shipment delivery is rescheduled resulting in potential damage, theft, confiscation, or otherwise unavailable for use in commerce Buyer acknowledges liability and forfeits claim to reimbursement or other legal action. Shipping delivery and performance dates are estimates only calculated from the date of receipt of Buyer’s order and complete drawings, specifications, designs, samples and other information reasonably requested by Seller to manufacture the Products and perform the Services, and time is not of the essence. Buyer is responsible for insuring the Products against risks of any kind at additional cost to the Buyer. Seller shall not incur any liability, direct or indirect, nor shall any order be canceled because or as a result of any delays in meeting such dates or schedules. Seller reserves the right to recalculate any projected shipping, delivery or performance dates upon receipt of Buyer’s order. Seller may ship all the Products at one time or in portions as needed to fulfill any outstanding order. Buyer shall comply with all applicable export laws and regulations. Buyer will not, unless properly authorized, import, export, resell, transfer or disclose (directly or indirectly) any Products or the direct product of any Products (1) to any person or entity designated on a restricted parties list; (2) to any country subject to an applicable embargo or economic sanctions program; (3) for any prohibited end-use (i.e., nuclear, missile, chemical/biological weapon proliferation). Buyer shall hold Seller harmless from any liability arising from Buyer's failure to comply with such laws, regulations and orders. In the event that Buyer transports the purchased Products outside the jurisdiction of Seller, Buyer shall keep record and books of the transportation documents and make these available to Seller upon request. The delivery period commences as soon as payment on a Purchase Order has been completed by Buyer, when all official formalities such as export, import and payment permits have been obtained, when payments and securities due upon placing the order have been made and when the essential technical points have been settled. The delivery period is deemed to have been respected if, on expiry, the Products are ready for dispatch. The right to reclaim the Products delivered to Buyer remains with Seller until Buyer has settled all receivables to which Seller is entitled from Buyer.
5. Taxes and Duties. Seller’s price does not include any privilege, occupation, personal property, value-added, sales, excise, use or other taxes. Seller’s Product or Shipping price does include tariffs or customs duties, and Buyer shall be liable for any unforeseen increase on taxes and duties, whether or not Seller invoiced Buyer for them or not in order for the Product to be delivered. In case of any withholdings of tax on the payments made by Buyer to Seller, Buyer is obliged to provide Seller with all relevant documentation concerning the withholding. Buyer is responsible for all local, state, and federal taxes on Product. Buyer is required to provide the Seller with applicable resale license, or proof of tax exempt status or appropriate sales tax will be charged and collected. Buyer is responsible for any and all additional sales tax that occur to Seller as a result of the Buyers purchase should a resale license, or proof of tax exempt status not be provided. Buyer is responsible for any all tax liability related to the
resale, use, redistribution or any other tax liability that occurs on the product once the product is transferred to Buyer per these terms and conditions.
6. Force Majeure, Unavoidable Delay and Shortages. If Seller is not able to finish and deliver the Products to Buyer, or to perform the Services, on time because of anything Seller cannot control (including but not limited to casualty, labor trouble, unavailability of supplies or transportation, Buyer’s failure to approve production samples, fire, flood, governmental act or regulation, riot, terrorist act, equipment or power failure, unscheduled maintenance, accident or act of God) then the estimated delivery or performance time shall be extended accordingly, and Seller shall not be liable to Buyer for any damages caused by the delay. At such time Seller is made aware of delays, all future orders shall be put on hold and notice will be given to Buyer.
7. Changes. Seller shall have the right to make design or engineering changes in its parts, equipment, processes and methods of production of the Products or performance of the Services, Buyer may not change accepted and paid for orders of Product. Should Buyer require a change to any order already in production or a change to any order already shipped Buyer assumes responsibility for any extra cost incurred. Stenographical and clerical errors in quotations are subject to correction.
8. Due Diligence. Buyer recognizes that all Products have proper certifications and have been approved, when applicable, by appropriate government, or government regulatory bodies and that Buyer has vetted researched and performed all due diligence on the certifications of each Product. Buyer recognizes that Seller has performed all due diligence and makes no claims to medical authenticity as they are not licenced trained or experienced to do so. Buyer acknowledges Product Authenticity and Seller due diligence.
9. Solvency and Security Interest. Buyer represents that Buyer is solvent. Seller retains and Buyer grants a security interest in the Products and all proceeds to secure payment of the price and all other indebtedness now and in the future owing by Buyer to Seller.
10. Permits and Compliance. Seller is not responsible for obtaining any permit, inspection or license that is required for sell of the Products or performance of the Services. Seller does not make any promise or representation that the Products or Services will conform to any law, ordinance, regulation, code or standard outside of those listed herein.
11. Safety Features. Buyer shall operate and use the Products properly and in accordance to general guidelines provided upon request.
12. Resale. On any resale of the Products, Buyer shall contractually limit its buyer’s rights and remedies against both Buyer and Seller to the same extent as Buyer’s rights and remedies are limited under these Standard Terms of Sale.
13. Intellectual Property and Confidentiality. All inventions (whether or not patentable), devices, technologies, ideas, improvements, processes, systems, software and other works and matters that Seller creates or develops in the course of Seller’s design, development or manufacture of the Products or performance of the Services and all drawings and specifications that Seller provides to Buyer (“Intellectual Property”) shall be Seller’s sole property, and Buyer assigns, and agrees to assign, to Seller all right, title and interest that Buyer now has or in the future acquires in the Intellectual Property. Buyer shall not disclose or use any of the Intellectual Property or any information about Seller’s business, operations or activities, except to the extent necessary for Buyer to use the Products or Services.
14. Confidentiality. From time to time Seller and Buyer may disclose to each other confidential and proprietary information relating to the Products ("Confidential Information"). Confidential Information shall not include (i) is now available or becomes available to the public without breach of this section 15; (ii) is explicitly approved for release by written authorization of the disclosing party; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the disclosing party without a duty of confidentiality; (v) is known to the receiving party prior to such disclosure; (vi) is independently developed by the receiving party without the use of any of disclosing party’s Confidential Information or any breach of this section 15; or (vii) is required to be disclosed by a valid court order. All information is considered Confidential Information whether not information is confirmed in writing or be marked "Confidential". The receiving party shall (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants who must be directly involved with the Confidential Information for the purposes of the contract involved and who are bound by confidentiality terms substantially similar to those in this section 15; (iii) not reverse engineer, decompile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; and (v) promptly notify the disclosing party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this section 15. Any violation by the receiving party of its obligations pursuant to this section 15 shall not be adequately compensable by monetary damages and the disclosing party shall be entitled to an injunction or other appropriate decree specifically enforcing the receiving party's obligations pursuant to this section. Obligations under this section 15 shall survive any termination of nomination, contract or PO.
15. Cancellation / Termination. Any Purchase Order for the Seller’s Products and Services may not be cancelled for any reason, in whole or in part, without Seller’s prior written approval. In the event a cancellation is approved by Seller then, unless otherwise agreed, Buyer shall pay Seller (i) all costs and expenses Seller incurred in relation to the order before Seller received the cancellation request,(ii) a cancellation charge equal to over 50% of the invoice price of any Products cancelled from the order, and (iii) any shipping charges and other out of pocket expenses incurred by Seller in relation to the cancellation. In the event Buyer does not agree to or pay for the price changes or the charges as stipulated in Section 2 herein, Seller reserves the right to cancel delivery of Products / Services or to terminate the relevant Purchase Orders with written notice without any liability to Buyer. These conditions shall apply to all Purchase Orders or releases issued by Buyer regardless of their nature of being a requirement, serial, blank, open, fixed-term or spot buy Purchase Order.
16. Insecurity and Adequate Assurance. If Seller ever believes in good faith that it has grounds for insecurity as to Buyer’s performance under the Contract, Buyer shall provide adequate assurance of due performance within ten (10) days after Seller demands the assurance, which shall be considered to be a reasonable time. Buyer’s failure to do so shall be considered to be repudiation by Buyer of the Contract and of all other then-existing contracts that provide for Buyer to purchase Products and/or Services from Seller (“Outstanding Contracts”). “Grounds for insecurity” include, without limitation, (1) Buyer’s failure to make a payment to Seller or to perform another obligation under the Contract or an Outstanding Contract, (2) Buyer’s insolvency, (3) a deterioration in Buyer’s financial condition after the Contract was entered into. “Adequate assurance of due performance” includes, without limitation, providing a letter of credit or comparable security for all obligations of Buyer that then exist or that will arise in the future under all Outstanding Contracts.
17. Indemnity. Buyer shall indemnify and hold harmless Seller with respect to all damages, losses, claims and expenses, including but not limited to consequential and incidental damages and attorney fees, that Seller incurs as a result of Buyer’s breach of any of Buyer’s obligations under these Standard Terms of Sale or any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from Seller’s manufacture or sale of the Products, or performance of the Services, to Buyer’s specifications.
18. Seller’s Rights. Seller has all rights and remedies given to Seller by applicable law, and Seller’s rights and remedies are cumulative and may be exercised from time to time. A waiver by Seller of any right on one occasion will not be a waiver of any future exercise of that right.
19. Applicable Law & Jurisdiction. The interpretation and enforcement of the Standard Terms of Sale herein are governed by the laws of State of California. The courts of the State of California and County of San Diego shall have exclusive jurisdiction over any matter brought arising out of or relating to these Terms and Conditions of Sale or the subject matter to which they pertain. Buyer irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such claim or proceeding in any such court, including any objection that the place where such court is located in an inconvenient forum or that there is any other claim or proceeding in any other place relating in whole or in part to the same subject matter.
20. Time For Bringing Action. Any action that Buyer brings against Seller for breach of this Agreement or for any other claim that arises out of or relates to the Products or their design, manufacture, sale or delivery or the Services must be brought within 7 days following Purchase Order fulfillment.
21. Complete Agreement; Amendment. The terms on Seller’s quotation or acknowledgment and these Standard Terms of Sale form the entire agreement between Buyer and Seller. Any change to this agreement must be signed by parties in writing. This agreement is not assignable or transferable by either party, except to its successor, or to the transferee of all or substantially all the party’s assets to which this agreement relates.
If you have any questions or comments about these our Terms of Service as outlined above, you can contact us at: