Upon approval you may return most new, unopened items sold and fulfilled by Eclipse within 10 days of receipt of the merchandise for a refund less a 20% restocking fee, less shipping and handling. Items should be returned in their original product packaging. We'll pay the return shipping costs if the return is a result of our error. Please see specific information regarding returns below.
You should expect to receive your refund within 20 days of giving your package to the return shipper. This time period includes the transit time for us to receive your return from the shipper (5 to 10 business days), the time it takes us to process your return once we receive it (2 to 3 business days), and the time it takes your bank or credit card company to process our refund request (1 to 7 business days). We'll notify you via e-mail of your refund once we've received and processed the returned item.
TERMS AND CONDITIONS
1. Sale. When signed by Buyer, the Purchase Agreement (“Agreement”) will be a binding contract for the purchase and sale of the products and/or services described therein. The Purchase Agreement consists of the terms and provisions and the Prescribing Practitioner Acknowledgement above, and these Terms and Conditions.
2. Prices and Payment. All prices are subject to change in the event of a delayed payment by Buyer. Payment is due in-full on the installation by Seller unless Seller requires payment in advance. Deposits are non-refundable after shipment. Interest, as a form of liquidated damages and not as a penalty, will be charged at the rate of 18% per year (but not more than the highest rate permitted by applicable law) on accounts more than thirty days past due from the date the order is placed.
3. Security Agreement. To secure the purchase price, Buyer hereby grants Seller a first-priority security interest in the equipment, parts and accessories, and the proceeds thereof, purchased pursuant to the Agreement. Buyer grants Seller a limited power of attorney, coupled with an interest, to execute financing statements and other documents or to take any other action in the name of Buyer necessary to perfect the security interest granted herein. Buyer unconditionally agrees to execute such other or additional documents as may be necessary for the enforcement or protection of Seller’s security interest granted herein.
4. Taxes and Other Charges. Buyer, solely, shall be responsible to pay all taxes, fees, duty, levy, or charges imposed by all governmental authorities. Seller will include applicable sales taxes on all invoices unless Buyer supplies a valid tax-exempt certificate to Seller prior to delivery.
5. Delivery and Claims. For all purposes, title & risk of loss passes to Buyer and delivery will be deemed completed, on Seller’s tender of the product to a common carrier. All shipments will be fully insured for the benefit of and at the expense of Buyer. All delivery dates are approximate. Seller will deliver in one shipment when possible, but reserves the right to make delivery in installments, if necessary. All such installments will be separately invoiced and will be payable and due as provided therein. In the event of an unreasonable delay in delivery for any cause or reason, which is not cured by delivery within twenty-one days after receipt of written notice from Buyer, Buyer will be entitled to cancel the Agreement and receive a refund of any monies paid to Seller, less those funds described as non-refundable. The foregoing will be Buyer’s sole remedy for an unreasonable delay or failure to deliver, and Seller will have no other liability whatsoever to Buyer for any such delay or failure.
6. Changes to Products. Seller may from time-to-time change the design or construction of its products. In the event the product and model purchased hereunder is changed prior to delivery, Seller will endeavor to notify Buyer, and Buyer will be entitled to accept the changed product or cancel the Agreement as to that product, only, and receive a refund of any monies paid to Seller in respect thereof. The foregoing will be Buyer’s sole remedy for any change to the product and model purchased hereunder prior to delivery, and Seller will have no other liability whatsoever for any such change.
7. Limited Warranty. Except as may be stated on Page 1 of the Agreement or within these Terms and Conditions, Seller warrants that products manufactured by them will be free from defects in materials and workmanship and will conform in material respects to Seller’s technical specifications (expressly excluding consumable or disposable components or accessories, which have the warranties included therewith). The foregoing Limited Warranty will continue for a period of time specified in on Page 1 of this Agreement, or if no such period is specified, for twelve months from the date of Buyer’s receipt of shipment of the product. During the warranty period, products will be repaired or replaced at Seller’s sole discretion. Such repair or replacement will be Seller’s sole obligation and Buyer’s sole remedy hereunder, and will be conditioned upon Seller receiving written notice of such claimed defect within ten days after its discovery (or when the Buyer should have discovered such defect) and, at Seller’s option, return of such products to Seller, insured Delivered Duty Paid (DDP) Seller’s facility. The foregoing Limited Warranty will be void and of no effect if: (a) anyone other than Seller or a person acting on Seller’s express or written instructions, removes a product casing or makes or attempts to make any modifications, repairs, attachments or additions to the product, or installs or moves a product for which installation is required by Seller; (b) the product is not maintained or operated in accordance with Seller’s instructions, or has been subjected to misuse, abnormal conditions or negligent handling or operation; or (c) the product is resold, leased or rented to or for the use by any person other than the original Buyer. Except as may be stated on Page 1 of this Agreement, used & refurbished products do not have any warranties, and products not manufactured by Seller only have such warranties (if any) as may be provided by the original manufacturer.
8. Exclusions. No representation or warranty will arise from any description of, or claims regarding, the product or its effectiveness or ability to achieve any particular clinical result(s), whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Buyer by any person. Use of the product requires the exercise of sound medical judgment, and clinical results may vary based on operator skill and experience, patient suitability, patient response to treatment, and other factors beyond the control of Seller. Seller makes no representation or warranty of revenue or profits from use of the product, and no such representation or warranty will arise from projections, studies, illustrations, marketing and promotional materials, or other statements or materials made or furnished to Buyer by any person (including Seller and its agents).
9. WARRANTY DISCLAIMER. THE ABOVE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF SELLER, EXPRESS OR IMPLIED, WRITTEN OR ORAL; SELLER DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SELLER BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, PUNITIVE DAMAGES, ATTORNEY’S FEES AND EXPENSES, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR ANY OTHER DIRECT OR INDIRECT DAMAGES WHATSOEVER.
10. Inspection and Returns. Buyer will inspect each product and read the owner’s manual (and accompanying documentation) upon its arrival and will, within twenty days after receipt of said product, give written notice to Seller of any error or claim that the product does not conform with the terms of this Agreement. Partial shipment by Seller will not constitute a basis for a non-conformity claim by Buyer. Buyer's failure to give such written notice will constitute Buyer's an unqualified acceptance and waiver of all non-conformity claims, including any right to revoke acceptance. Orders may not be cancelled after delivery, and delivered products may not be returned without Seller's prior written consent, and at Seller’s sole discretion. No acts on the part of Seller, including but not limited to, Seller’s receipt of a returned product from Buyer, will constitute Seller’s approval and acceptance of a returned product or cancelled order, unless Seller has provided its prior written consent to Buyer.
11. Patents, Trademarks and Copyrights. Seller will, at its own expense, defend any suits which may be instituted by anyone against Buyer for alleged infringement of any United States patent, trademark or copyright relating to any products manufactured and furnished by Seller hereunder (without modification, alteration or improvement), expressly provided that: (a) such alleged infringement consists solely of the use of such products, or parts thereof, in Buyer's business for any of the purposes for which the same were sold by Seller; (b) Buyer shall have made all payments then due hereunder; (c) Buyer shall give Seller immediate notice in writing of any such suit and transmit to Seller immediately upon receipt all processes and papers served upon Buyer and shall give all needed information, assistance and authority to enable Seller’s defense of such suit; and (d) Buyer shall not make any compromise or settlement without Seller’s prior written consent, and (e) such suit does not include claims for infringements of combination or process patents covering the use of the products in combination with other goods or materials not furnished by Seller, or claims for infringement of patents covering methods of use not recommended by Seller, or claims arising from any modifications to Seller’s products by Buyer or third parties. The foregoing states the entire liability of Seller for infringement, and in no event shall Seller be liable whatsoever for consequential damages attributable to any alleged or actual infringement.
12. Proprietary Rights. The purchase and sale of the products hereunder to Buyer will in no way be deemed to confer upon Buyer any right, title, interest or license in any Seller intellectual property (including, but not limited to, patents, patent applications, designs, copyrights, trademarks, service marks or trade names) Seller may have covering the products. Seller retains for itself all proprietary rights in all ways pertaining to its products, including the sole right to manufacture and sell such products. Buyer warrants that it will not, and will not permit or assist any other person or entity to, divulge, disclose, or in any way distribute or make use of such proprietary information, and that it will not, and will not engage, permit or assist any other person or entity to, modify, reverse engineer, or manufacture any such products.
13. Use of Seller’s logos and trademarks. If applicable, Buyer will provide a media kit based on the product purchased for Buyer’s use. Buyer is not allowed to use Seller’s logos and/or trademarks taken from anywhere other than the media kit. If Buyer would like to use Seller’s logo and/or trademark in conjunction with an advertisement (in any form) that contains a real person’s image, Buyer must first present Seller with a signed “Image License” by that person prior to using Seller’s logos/trademarks with said advertisement. Buyer is solely responsible for all advertisements that it creates – use of Seller’s logos and/or trademarks does not constitute an endorsement or approval of the advertisement by Seller. Should Seller be brought into a lawsuit, by any fashion, based on a Buyer-created advertisement/campaign, Buyer agrees to be solely responsible for all litigation costs, awards, and defenses incurred by Seller.
14. Financing and Assignment. This Agreement binds Buyer, regardless of any financing arrangements, subrogations or assumptions. Buyer may not assign its rights or delegate its obligations hereunder except with the prior written consent of Seller (which consent may be withheld in its sole discretion).
15. Entire Agreement; Amendments. The Agreement and these Terms and Conditions constitute the entire agreement among Seller and Buyer and supersedes all prior or contemporaneous promotional material, contracts, agreements, statements, promises, representations, warranties, purchase orders or quotations, whether written or oral. The Prescribing Practitioner Acknowledgement above, the Agreement, and these Terms and Conditions may not be amended, altered or modified except in writing by Seller’s general counsel. The remainder of this Agreement may not be amended, altered or modified except in writing by Seller’s authorized representatives. No other purported additions, amendments, alterations or modifications by Buyer or any other person, whether oral or written, will be binding on Seller, regardless of Seller’s failure to object or Seller’s shipment of products. In the event of a conflict between these Terms and Conditions and any other part of the Agreement, these Terms and Conditions will govern.
16. Governing Law; Jurisdiction and Venue; Time Limit. This Agreement is governed by and construed according to the laws of the State of Texas, exclusive of conflicts of law provisions that would permit or require the application of the laws of a different jurisdiction. Buyer agrees that any action for enforcement of this Agreement or any other dispute arising hereunder will be filed exclusively in courts or before arbitrators sitting in Dallas County, Texas, and Buyer hereby consents and waives any objection to the jurisdiction and venue of such courts and arbitrators. Further, the Parties agree to an expedited discovery schedule to be heard by a Judge only – the Parties expressly waive a jury trial. THE PARTIES AGREE THAT ANY ACTION HEREUNDER FOR BREACH OF WARRANTY OR CONTRACT MUST BE COMMENCED NOT LATER THAN ONE YEAR FROM THE DATE ON WHICH SUCH ACTION ACCRUES OR BE FOREVER BARRED.
Prescribing Practitioner Acknowledgment
Federal (USA) law restricts (and state law may restrict) this medical device to sale or use by or on the order of a physician or other practitioner licensed in the state in which this medical device is used or ordered (a "Prescribing Practitioner"). Customer and Customer's Prescribing Practitioner are solely responsible for the use and operation of this medical device in accordance with all applicable laws and regulations, and medical and treatment guidelines, and for ensuring that each operator of this medical device is adequately trained and qualified to use and operate this medical device safely and properly in a clinical setting and to perform medical procedures in accordance with such laws, regulations and guidelines. Eclipse makes no representations or warranties regarding federal, state or local laws or regulations, or medical or treatment guidelines that might apply to the use and operation of this medical device. Customer and Customer's Prescribing Practitioner are solely responsible for contacting state and local licensing agencies regarding requirements applicable to the use and operation of this medical device. Use of this medical device involves certain risks of injury to patients. Customer and Customer's Prescribing Practitioner are solely responsible for ensuring that patients are informed of these risks. Improper use of this medical device may increase the risk of injury to patients.