Please read these Terms and Conditions carefully. These Terms and Conditions apply to the purchase of Membrane Modules by Purchaser (defined herein) from MedArray Inc.
1. Purchaser Subject to these Terms and Conditions.
By ordering Membrane Modules from MedArray, Inc., you confirm that you placed the order on behalf of a company as the purchaser (“Purchaser”) and that you have the right and authority to place the order on behalf of Purchaser, subject to these Terms and Conditions. Moreover, you confirm that you and Purchaser will not export or reexport membrane modules purchased from MedArray to embargoed or sanctioned countries, to parties of concern, or in support of a prohibited end-use, as specified by the Bureau of Industry and Security of the US Department of Commerce.
2. Ordering Membrane Modules.
It is your responsibility to ensure that all details of each order you place are complete and accurate. Each order will be an offer by Purchaser to purchase Membrane Modules, subject to these Terms and Conditions. MedArray will not be bound to supply any Membrane Modules ordered until it has accepted the order by email or otherwise notified its acceptance to you. MedArray is entitled to reject any order and, if it does so, it will notify you.
3. Prices, Sales Tax, and Payment.
(a) Membrane Module prices are set forth at www.medarray.com, which are the prices in force on the date and at the time of ordering. MedArray tries to ensure that the prices displayed on this website are accurate but prices are subject to validation by MedArray as part of its acceptance procedure. MedArray will inform you prior to acceptance of Purchaser’s order if the correct price of a Membrane Module is higher than that stated in the order and in such a case you may cancel the order if you wish.
(b) Membrane Module prices do not include delivery charges or sales, use, excise, import duties or similar taxes, which are in addition thereto and shall be the responsibility of and paid by Purchaser, or in lieu thereof Purchaser shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
(c) Payment for the total cost of the Membrane Modules together with any applicable delivery charges and taxes must be made by credit or debit card at the time of order, or by check or wire transfer immediately upon Purchaser’s receipt of invoice, unless other payments terms have been pre-negotiated in writing with MedArray. MedArray reserves the right to add a finance charge to late payments. Any credit or debit card used to purchase Membrane Modules must belong to you or the Purchaser (and used with its consent) and there must be sufficient funds or credit available to cover the cost of any Membrane Modules. MedArray reserves the right to obtain validation of any credit or debit card details or verification of the authenticity and ownership before accepting any order or supplying any Membrane Modules.
4. Delivery.
Once an order has been accepted by MedArray and corresponding payment been made, MedArray will fulfill the order and deliver the Membrane Modules to the place specified in the order. All times or dates for delivery stated on the order confirmation are estimates only. MedArray will make all reasonable efforts to deliver Membrane Modules within the time specified but does not accept liability for any failure to deliver within that time.
5. Limited Warranty.
For a period of thirty (30) days from the date of shipment of the Membrane Modules to Purchaser (“Warranty Period”), MedArray warrants to Purchaser that the Membrane Module will perform substantially in accordance with the corresponding “Product Data Sheet” when used with water, air or the constituent components of air (i.e., O2 and N2), subject to the limitations herein (“Limited Warranty”). “Product Data Sheet,” as used herein, means the data sheet provided with the Membrane Module or via www.medarray.com, which contains information on dimensions, material composition, priming volume, maximum pressure tolerance and operating temperature bandwidth.
If, during the Warranty Period, the Membrane Module fails to operate in accordance with the Limited Warranty due to defects in materials or workmanship, MedArray will replace the Membrane Module in accordance with the following procedure.
Purchaser must call Customer Service at MedArray at +1 (734) 769-1066 to obtain warranty claim processing instructions and if asked to return the Membrane Module, a Return Material Authorization (RMA) number. Purchaser shall pre-pay the delivery charges and ship the returned Membrane Module to:
MedArray Inc.
Attn.: Warranty Claims Department
3915 Research Park Drive
Suite A-4
Ann Arbor , Michigan 48108
USA
Upon receipt of the returned Membrane Module, MedArray will inspect the returned Membrane Module to determine if the returned Membrane Module is the subject of a valid warranty claim.
MedArray will bear the delivery charges for shipment of the replacement Membrane Module within the United States. Purchaser shall pay all delivery charges, duties, and taxes for shipment of the replacement Membrane Module to a location outside of the United States.
MedArray reserves the right to charge a handling fee for a returned Membrane Module if MedArray determines that it is not the subject of a valid warranty claim.
The foregoing Limited Warranty is subject to the following limitations:
(a) Any claim under this Limited Warranty shall be made promptly after the claim has been identified and before the expiration of the Warranty Period, the failure of which shall void this Limited Warranty; this Limited Warranty is non-transferable and non-assignable and may only be invoked by the original Purchaser of the Membrane Module.
(b) Purchaser acknowledges that it is purchasing the Membrane Module subject to possible minor defects in materials and workmanship, including but not limited to: (i) the existence of pinholes and thin (or thick) sections in the membrane, (ii) the existence of poor or incomplete bonding between the potting material, housing, and fittings, or (iii) the existence of one or more plugged hollow fibers; the foregoing are not covered by the Limited Warranty.
(c) This Limited Warranty does not cover failure of the Membrane Module caused by: (i) use of the Membrane Module with materials other than with water, air or the constituent components of air (i.e., O2 and N2), (ii) normal wear and tear, or due to misuse, including but not limited to use in other than the normal and customary manner, in accordance with the Product Data Sheet, or as a result of accidental damage, (iii) installations, modifications or repair of the Membrane Module performed in an unauthorized manner, or (iv) any use of accessories or other peripheral devices which are not MedArray approved accessories intended for use with the Membrane Module.
(d) Purchaser acknowledges and agrees that it assumes the sole risk of: (i) testing the Membrane Module as fit and suitable for use with an intended application and (ii) its determination that such application is a suitable and a safe application. Purchaser further acknowledges and agrees that: (iii) this product is to be used only by persons thoroughly familiar with its use (iv) Membrane modules allow for mixing of gases and other fluids in the shell and tube side of the membrane (v) Membrane Modules can fail, permitting gases and other fluid discharge into the environment and mixing of shell and tube side gases and other fluids, (vi) MedArray cannot guarantee that membrane modules will not develop leaks, and (vii) users must take all precautions to ensure safety to people and property in case of module failure.
Purchaser assumes all responsibility for the suitability and fitness for use as well as for the protection of the environment and for health and safety involving this product. Purchaser further acknowledges and agrees that Membrane modules are not to be used under any circumstances on humans.
(e) THE EXPRESS TERMS OF THIS LIMITED WARRANTY ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
6. Intellectual Property Rights.
The Membrane Module is protected by multiple patents including United States Patent No. 6,797,212 and Chinese Patent No. ZL03814143.4. MedArray owns and shall retain all right, title and interest in and to all intellectual property and proprietary rights embedded or contained within or affixed to the Membrane Module and the Product Data Sheet, including all names, logos, trademarks, service marks, proprietary features and proprietary technology, trade secrets, patents, copyrights, and other intellectual property and proprietary rights related thereto.
7. Limitations of Liability and Indemnification.
(a) IN NO EVENT WILL MEDARRAY BE LIABLE FOR ANY CLAIM OF ANY KIND FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER KNOWN OR UNKNOWN, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS, LOSS OF PROPERTY OR PRODUCTION, OR INJURY TO PERSONS AND/OR PROPERTY. THE MAXIMUM LIABILITY OF MEDARRAY FOR ANY AND ALL DAMAGES WITH RESPECT TO ANY MEMBRANE MODULE DELIVERED HEREUNDER IS LIMITED TO THE MEMBRANE MODULE PURCHASE PRICE.
(b) Purchaser, its assigns and successors in interest, shall indemnify, defend, and hold harmless MedArray, its affiliates, employees, directors, officers, agents, assigns and successors in interest from any and all liability claims, suits, expenses, damages or loss in connection with use of a Membrane Module, alone or in conjunction with other applications, that results in:
(i) bodily injuries to any person or persons including death;
(ii) damage to or loss of property including the Membrane Modules furnished hereunder, or other property whether or not owned by Purchaser;
(iii) product recalls, product warranty, and product liability claims; and
(iv) any actual or alleged patent or copyright infringement (including any contributory infringement claims), misappropriation of confidential information or violation of other intellectual or proprietary rights or licenses, including, without limitation, patent, copyright, trademark or trade secret rights.
8. Applicable Law and Forum Selection.
These Terms and Conditions and all purchases made hereunder shall be governed by the laws of the State of Michigan, without regard to its conflicts of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any litigation arising out of or related to these Terms and Conditions shall be brought and maintained exclusively in a court of the State of Michigan located in Washtenaw County or in the United States District Court for the Eastern District of Michigan.
9. Miscellaneous.
Nothing in these Terms and Conditions shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any right or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. The waiver or failure of either party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. These Terms and Conditions may not be modified or altered except by written instrument duly executed by both parties. If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect. Sections 5(e), 6, 7, 8 and 9 of these Terms and Conditions will survive any termination, expiration or cancellation of these Terms and Conditions.