Legal & Compliance
Terms and Conditions of Sale for Products
Buyer (“Buyer”) accepts the Terms and Conditions (“Agreement”), unless Buyer has a separate purchase agreement signed by both Buyer and MicroVention, Inc., d/b/a Terumo Neuro (“Terumo Neuro,” “us,” or “we”) in which case, that separate agreement will govern. Terumo Neuro may, from time to time and at its sole option, revise this Agreement without notice by posting the revised agreement on its web site. The Agreement posted on Terumo Neuro's website at the time Terumo Neuro accepts Buyer order will govern that purchase.
Any additional or differing terms or conditions proposed or included but not limited to any click-wrap, click-through or shrink wrap terms in Buyer’s purchase order document, order acceptance, or other documents, will be for your internal administrative purposes only and not become part of the Agreement and are hereby expressly rejected. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement, Terumo Neuro's quote or any order or invoice, regardless of form.
1. Shortage. Allowances shall be made by Terumo Neuro for shortages or errors or defective goods but only on the condition that: (a) the Buyer shall make a claim for shortages or errors in writing within forty-five (45) days of the invoice date, or, in the case of defective goods, within six (6) months of the invoice date of the goods giving rise to the claim and; (b) that Terumo Neuro shall be given an opportunity to conduct an adequate investigation, in such manner and at such place as Terumo Neuro may decide, of the facts upon which any claim for allowance is made. In the case of a shortage, error or defective goods, Terumo Neuro shall not be liable for more than the invoiced price of any shortage of, error in, or defective goods.
2. Ordering: Buyer Service Hours: 7:30 AM - 4:30 PM PST. Orders may be placed by phone, fax, email or electronic data interchange (EDI). All prices and product specifications subject to change at the discretion of Terumo Neuro.
3. Shipping and Returns:
a. Orders: Title to the Products shall pass upon shipment and products will be delivered F.O.B. Shipping Point. Products will be shipped FedEx Standard Delivery to the address provided by Buyer. Shipping and insurance costs will be paid by the Buyer.
b. Returns: Buyer may return Products in accordance with Terumo Neuro's Returned Goods Policy found here: https://terumoneuro.com/legal/return-goods-policy#content.
4. Prices. The prices shown on the face of this invoice, or other applicable written instrument, are those in effect at the time of order. Pricing on subsequent orders will be the price that is in effect for each individual item at the time the subsequent order is placed and/or confirmed by Terumo Neuro. If Terumo Neuro is precluded from increasing, or is required to reduce, the price of any goods covered by this agreement by any law, order, rule or regulation of any governmental agency or authority, then Terumo Neuro, at its sole discretion, may terminate this agreement, or any part hereof, with respect to any undelivered goods.
5. Payment. Terumo Neuro shall submit an invoice to Buyer upon shipment of the Products. Buyer shall pay the invoices within thirty (30) days of the date of the invoice. Buyer may dispute an invoice in writing within fifteen (15) days of the date of an invoice. Any dispute shall include sufficient detail regarding the basis and amount of the dispute. The parties will make a good faith effort to resolve the dispute promptly.
6. Force Majeure. If by reason of fire, earthquake, flood, explosion, accident, difference with or liability to secure workmen, lack of material, lack of facilities, Act of God, act of any public enemy, voluntary or involuntary compliance with any valid or invalid order, regulation, request or recommendation of any government agency or authority, lack of transportation or other cause beyond the control of Terumo Neuro or Buyer, respectively, whether or not of the kind hereinbefore specified, such party is delayed in making or taking delivery of any of the goods, such delay shall be excused during the continuance and to the extent of such cause. If in consequence of any such cause the total demands for Terumo Neuro's goods cannot be supplied by Terumo Neuro from its plants normally producing such goods, Terumo Neuro may allocate its supply of goods among its present and future Buyers, itself and its affiliates on such basis as Terumo Neuro deems fair and reasonable without liability for failure to deliver any goods to Buyer hereunder. Delivery shall be made and taken as soon as reasonably practicable after the removal of such cause, and the time for delivery shall be extended for a period of equal duration of such cause, provided that if the delay exceeds six (6) months then either party may terminate the transaction with respect to any undelivered goods, effective upon receipt of written notice of such termination by the other party.
7. Non-Assignability. No right, duty, or obligation of Terumo Neuro arising hereunder or relating to the goods delivered by Terumo Neuro, including but not limited to actions for breach of warranty, breach of contract or negligence, is assignable by the Buyer or by operation of law.
8. Breach; Remedy. In the event of any breach of any provision herein by the Buyer, Terumo Neuro, at its option and without prejudice to any other remedy which Terumo Neuro may have by operation of law, including but not limited to the Uniform Commercial Code, may (a) without affecting in any way the obligation of either party regarding any undelivered goods, shall regard each shipment as a separate and independent sale on the terms and conditions applicable hereunder, or (b) terminate its obligations hereunder regarding any undelivered goods and shall declare the Buyer in breach and Buyer shall be liable for payment of all goods delivered and Buyer shall remain liable to Terumo Neuro for all loss and damage sustained by reason of any such breach, including but not limited to consequential and incidental damages, Terumo Neuro's right to require performance by Buyer’s duties hereunder shall not be affected any way or waived by any previous waiver, forbearance, or course of dealing.
9. EXPRESS WARRANTY; LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SET FORTH HEREIN, TERUMO NEURO MAKES NO AND DISCLAIMS ALL OTHER REPRESENTATIONS, GUARANTIES, CONDITIONS AND WARRANTIES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, EXPRESS OR IMPLIED OR ARISING UNDER ANY STATUTE, ORDINANCE, COMMERCIAL USAGE OR OTHERWISE, WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION AS TO SUITABILITY, DURABILITY, DESIGN, OPERATION, OR CONDITION OF THE PRODUCTS OR THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR A PARTICULAR PURPOSE, OR RELATING TO THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL TERUMO NEURO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, OR LIABILITIES TO OTHER PARTIES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT, OR OTHERWISE. LIMITATION OF ANY ACTION AGAINST TERUMO NEURO ARISING HEREUNDER OR RELATING TO THE GOODS DELIVERED BY TERUMO NEURO, INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR NEGLIGENCE, SHALL BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE HAS ACCRUED, OR THE TIME PRESCRIBED BY LAW, WHICH EVER IS SHORTER. IN ANY ACTION AGAINST TERUMO NEURO ARISING HEREUNDER OR RELATING TO THE GOODS DELIVERED BY TERUMO NEURO, INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR NEGLIGENCE, TERUMO NEURO SHALL NOT BE LIABLE FOR MORE THAN THE PURCHASE PRICE.
10. Confidentiality. The parties agree that this Agreement represents and/or contains confidential information that shall not be disclosed to any third party or otherwise made public, without the prior written authorization of the other Party, except where such disclosure is required by law. If either party is required by law to disclose these terms and conditions, the disclosing Party shall give the other Party sufficient notice (no less than five (5) days) to allow the other party to oppose such disclosure. Both Parties acknowledge that violation of this section will result in irreparable injury to the other Party and that the other Party, without limiting its remedies, will be entitled to injunctive relief to prevent any such unauthorized disclosure (without the necessity of posting any bond). Notwithstanding any other provision of this Agreement to the contrary, Buyer shall have the right to disclose the terms of this Agreement to the Buyer’s attorneys, accountants, and other third parties retained by the Buyer (collectively “Buyer Group Member”) provided any such Buyer Group Members (a) have a bona fide need to know the information disclosed and (b) are bound by a non-disclosure agreement consistent with and at least as restrictive as this section. Buyer shall be liable for the acts and omissions of Buyer Group Members with regard to such disclosure.
11. Notices. All notices and other communications required or intended under this Agreement will be in writing and will be sufficient if personally given, or if sent by registered or certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight courier addressed as follows:I
If to Terumo Neuro, to:
Terumo Neuro
35 Enterprise
Aliso Viejo, CA 92656
With Copy to:
Terumo Neuro
35 Enterprise
Aliso Viejo, CA 92656
Attn: Legal Department
12. Representations and Warranties. Each party represents and warrants to the other that: (a) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement has been duly authorized by such party; (c) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement; (d) the signatory to this Agreement possesses all necessary authority to enter into this Agreement; and (e) it will comply with their respective obligations under federal, state or other applicable laws or regulations
13. Modification. The terms and conditions herein specified, as applied to any order acknowledged and accepted by Terumo Neuro, shall not be modified, altered or rescinded except in writing by a duly authorized representative of Terumo Neuro.
14. Independent Parties. The relationship between the parties is that of independent contracting parties. Neither party shall have power to bind or obligate the other in any manner.
15. No Third- Party Beneficiaries. This Agreement is for the sole benefit of the Parties to it and is not intended to, nor shall it be construed to, create any right or confer any benefit on or against any third party.
16. Governing Law. This Agreement, the rights and obligations of the parties hereunder, and all matters arising out of or relating to this Agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of California, exclusive of its choice of law rules.
17. Entire Agreement. This Agreement, including any non-disclosure agreements previously executed between the parties, shall constitutes the sole and entire agreement between Terumo Neuro and Buyer with respect to the subject matter of this Agreement and, along with Terumo Neuro's standard invoice, is the only basis upon which Terumo Neuro offers to sell the products to Buyer. Such standard invoice and any purchase order (PO) provided by Terumo Neuro to Buyer shall be incorporated herein by reference to the extent it is not inconsistent with the terms of this Agreement.
Terumo Neuro, Proprietary and Confidential Information Rev. 09/24