Terms & Conditions

This website, Zgrum Medical, (collectively referred to as the “Site” in these Terms of Service) is owned and operated by Zgrum Medical (“we”, “us” or “Zgrum Medical“). By using and accessing our Site, you (“you”, “user” or, “end user”) agree to these Terms of Service (collectively, the “Terms of Service” or “Agreement”).

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THIS SITE.

 

 The general terms and conditions published below as part of this web site shall constitute the entire understanding between Zgrum Corporation, DBA Zgrum Medical (“company”) and the purchaser of company products and services whether promoted through this website or via other marketing venues such as e-mail, faxes, print media, company brochures, etc., distributed by company or its representatives outside this web site. By purchasing from company, the purchaser acknowledges that he/she has read and understood, and agree to these “terms and conditions”, unless amended otherwise for the specific purchase. Purchaser, buyer, customer or client are used interchangeably on this site and other company marketing material and shall deem to imply the same and have the same meaning.

 

Binding Agreement

Company Proposal, Sales Order, Repair Estimate Form, and any other purchase forms accepted by purchaser, in addition to the general terms and conditions indicated below, shall constitute the sole and entire agreement between Company and purchaser and are the only basis upon which Company offers to sell goods and services, unless otherwise agreed to in subsequent written agreement signed by a duly authorized representative of Company. Purchaser’s terms and conditions and/or Purchase Order shall be of no effect to the extent they are inconsistent with or in addition to any provisions in the entire agreement, and not withstanding anything to the contrary in purchaser’s Purchase Order, by paying the invoice, purchaser accepts all of Company terms and conditions set forth herein.

 

Eligibility to Purchase

By buying our products and services via this site or by direct inquiry, Purchaser acknowledges and represents that he/she is eligible to purchase, and licensed to use pre-owned medical equipment purchased from Company for his/her Own use, and/or Purchaser is authorized to purchase said equipment on behalf of another person or entity legally eligible to purchase and licensed to use them. Purchaser is responsible for compliance verification from government agencies having jurisdiction to determine his/her eligibility and/or of end-user he/she represents for the purchase and use of said equipment prior to entering into a purchase agreement with Company or its authorized representatives. Purchaser agrees to release, hold harmless and waive any and all claims, causes of actions, damages (including consequential damages and/or loss of use) or liabilities of any kind or nature against Company, which may arise as a result of failure by purchaser and/or end user the purchaser represents to comply with local eligibility requirements.

 

Inspection and Delivery Acceptance

All sold equipment is carefully packaged for shipment by trained Company personnel prior to transit, and should be thoroughly inspected by customer upon receipt. Failure to reject any delivery upon receipt shall constitute acceptance by customer of the delivery and shall be deemed a waiver of any other right to reject or revoke acceptance, except as allowed for in clauses below

 

Cleaning and Sterilization

All sold or repaired medical equipment is shipped to customers un-sterilized or un-disinfected.  End-users shall be responsible to clean, disinfect and sterilize all medical equipment upon receipt, and prior to as well as after each use on patients, in accordance with OEM’s “reprocessing” procedures, and as consistent with cleaning/disinfection procedures and other requirements issued by governing authorities having jurisdiction. Purchasers other than end-users, who are buying medical equipment on behalf of end-users, shall be responsible to notify their respective customers about such requirements. In all cases, purchasers agree to indemnify, defend and hold Company, its officers, employees, and agents harmless from any and all claims for any damages arising from end-user’s non-adherence to infection control procedures instituted by the authorities having jurisdiction over the purchaser or his/her end-user in connection with any medical equipment, instrument or consumables being sold by Company. .

 

Customer Satisfaction and Returns

If purchaser is not satisfied with the stated quality of purchased medical equipment pursuant to customer’s acceptance of delivery, Company will, at customer’s option, replace the said equipment with another of the same make and model, or issue a credit towards the customer’s account of an amount equal to the returned equipment purchase price (minus shipping, duty fees, taxes and other charges, as may be applicable), provided equipment is returned unused and with the same original containers and packing materials within Five (5) business days of the date and time first attempted delivery for local customers, and within Ten (10) business days of the date and time first attempted delivery for international customers. Should customer decline the replacement option within the stated time limitation, Company will refund, in the form of same payment method, the said credit minus 25% of original purchase price for restocking fee. Should Company fail to provide the said replacement within two weeks from customer’s notification, Company will refund the customer full credit of an amount equal to the original purchase price. Item(s) must be physically at Company facility at the due times stated above to qualify for one-to-one replacement or for partial refund. Customer must obtain a Return Merchandise Authorization (RMA) from Company for all returns. Non-authorized returns will be returned to customer by collect freight. The terms as stated above in clause 5 do not apply to products sold as-is, unless the as-is condition of equipment received by customer is verified to be substantially inconsistent with Company stated disclosure of the as-is condition at time of sale

 

Standard Limited Warranty on Patient-Ready Equipment Purchases

Subject to the exclusions or limitations and upon the conditions stated in this and other clauses in this “General Terms and Conditions”, Company warrants that all pre-owned equipment sold to Purchaser in a patient-ready state is in good working condition, is free from defects in materials or workmanship, significantly conforms to the Original Equipment Manufacturers (OEM) performance specification, and shall function properly under normal use and service for the Limited Warranty duration term stated on the “Warranty Certificate” issued by Company.  If sold equipment should prove to be defective within said period, Purchaser must return the equipment to Company and Company agrees, at its option, and at no cost to purchaser, either (i) to repair the defect using reconditioned and/or serviceable original used parts or new parts of equal quality to original or (ii) to replace said endoscope or equipment with equivalent one, provided that Company investigation and inspection disclose that such defect(s) is developed under normal and proper use. Purchaser shall immediately contact Company and obtain Return Merchandise Authorization (RMA)  prior to shipment of warranted equipment to Company facility. Excluded from this Warranty and not warranted by Company in any fashion, either expressed or implied are defect(s) or damage(s) to said equipment resulting from wear and tear, misuse, misapplication, mishandling, accidental or intentional dropping or knocking of said equipment, abuse, negligence, improper storage, improper transit, or use of accessories, consumables or supplies not approved by OEM- and additionally, where sold equipment is an endoscope, also excluded from this warranty, patient’s bites, fluid invasion caused by any of the previous factors or non-adherence to OEM’s leak test, cleaning, sterilization, transport or storage procedures, misuse of biopsy forceps, cleaning brushes or other insertion methods leading to puncturing the internal tubing of endoscope. The Standard Limited Warranty shall be null and void if and when determined by Company that equipment has been disassembled, repaired, tampered with, altered, changed, or modified by persons other than those of Company, unless any such action is made with the written consent of Company.

 

Repair Warranty

All repairs are covered with a ninety (90)-day warranty, which is only applicable to the specific repair completed by Company. Warranty excludes those repairs ” redoes” determined by Company to be caused from negligence, misuse or abuse. Where repaired equipment is endoscope, warranty also excludes ” caused i) from fluid invasion resulting from customer’s failure to use soaking cap during endoscope cleaning procedure,  ii) from customer’s misuse or mishandling of endoscope, iii) from improper storage procedure, iv) from excessive wear and tear, v) from accidental damage such as dropping or knocking the endoscope, or vi) from customer’s non-adherence to any of the OEM’s instructions related to the proper use, cleaning and handling of said equipment.

 

Disclaimer

Unless specifically set forth herein, Company makes no and disclaims all representations and warranties, either expressed or implied, with respect to the product or service, or concerning any patents, technology or design used or included in such product and service sold or distributed by Company, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Purchaser acknowledges and agrees that Company shall not be responsible for any damages purchaser and/or the end-user purchaser represents may incur from lost shipment during transit, delayed shipment, product failure, product design, repair failure, personal injury or from any other cause. Purchaser agrees to indemnify, defend and hold Company, its officers, employees, and agents harmless from any and all claims for damages including, but not limited to, court costs, attorney fees, loss of data, loss of income, loss of profits arising or alleged to have risen out of Company sale of goods and services forming part of the agreement and caused in whole or part by Company negligent. In the event that the purchaser shall bring any suit, cause of action, claim or counterclaim against Company to the extent that Company shall prevail in such suit, cause of action, claim or counterclaim, the party initiating such action shall pay to Company the costs and expenses incurred by Company to answer and/or defend such suit, cause of action, claim or counterclaim, including attorney fees, court costs, witness fees and all other related expenses. Notwithstanding other provisions, both the purchaser and Company agree that they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of, or related to this agreement.

 

Liability Limits

The Purchaser, whether the end-user or representative of an end-user, entering into this agreement with Company agrees to limit Company total liability to him or herself and to all parties purchaser may represent, on this sale such that the total aggregate liability of Company to all those named shall not exceed the invoice value of goods or services rendered. The purchaser further agrees to require of all the party(ies) purchaser may represent an identical limitation of Company liability for damages suffered by same arising from, but not limited to, Company errors, omissions, negligence, strict liability, or breach of contract or breach of warranty.

 

Shipping and Delivery Charges

Not withstanding any other provision to the contrary, purchaser shall be responsible for the freight charges to and from destination country for equipment purchases, equipment replacement or exchanges, warranty and non-warranty returns, or repair services. When returning an item for warranty purposes, exchange/replacement or repairs, customer shall return such items with proper insurance value placed on them. In the event of loss or damage to shipment, Company will assist the customer in processing the claim with the shipping carrier, and will immediately refund the exact claim value to customer upon its receipt from insurance carrier, unless directly advanced to the customer. Company shall not be held responsible for loss of or any damages incurred to any item during shipping to Company facility caused by customer’s failure to secure proper insurance on said item(s.

 

Taxes

Prices do not include applicable sales, excise, use, value added or other taxes, custom duties, custom broker charges or any other similar charges or fees in effect or hereafter levied which Company may be required to pay or collect and all applicable duties and taxes, whether or not expressly set forth herein or in any of the other contract documents attached herewith. Purchaser shall promptly pay for such costs to Company upon demand

 

Order Cancellation

All sales orders cancelled by purchaser three (3) days after signing the binding agreement defined in clause 1 above, shall be subject to 25% cancellation fee due and payable immediately upon demand. Clause 14 shall apply in the event purchaser fails to pay the cancellation fee upon demand.

 

Payment Terms and Security Deposit

Unless otherwise agreed to in writing with customer, payment terms for U.S. customers on all goods and services purchased from Company are cash on delivery (COD).  By signing this agreement, customer promises to accept and pay for purchased items or services forming part of this agreement via company check upon delivery. Failure by purchaser to accept and pay for purchased goods or services upon its delivery shall constitute a breach of contract. Further, Company, at its option, may require a security deposit as a pre-condition to any sale of goods or services payable in advance of shipment, unless otherwise noted in the contract documents.

 

Extended Payment Option and Credit Terms

Company may, at its option, offer an extended payment plan of which exact payment terms shall be specified in the proposal. Payment terms offered to the purchaser is subject to Purchaser maintaining credit arrangements satisfactory to Company. Company reserves the right to revoke credit terms extended to Purchaser in the event (i) Purchaser fails to pay for any goods or services, previously or subsequently delivered or performed, when due, or (ii), in the opinion of Company there has been a material adverse change in Purchaser’s financial condition. Upon such determination, Company shall have the right to demand payment or assurances, which it deems adequate before shipment or performance of any other goods and services.

 

Failure to Pay and Security Interest

Failure to make any payment when due shall cause the entire amount of the unpaid debt to become immediately due and payable, at the option of Company.  In addition to any other rights of Company, Company may, upon default of the Purchaser in payment, (a) apply a service charge at the rate of one and one half percent (1-1/2%) per month on any unpaid balance and/or (b) remove the product and hold it or sell it at public auction or private sale, it being understood that Company is permitted to purchase at any public sage.  If the unpaid balance plus interest and/ or service charges is not satisfied from the net proceeds of such sale (after deducting reasonable removal, storage, taxes and attorney fees and other ordinary or necessary expenses incurred in connection therewith), the Purchaser shall pay on demand any such deficiency as liquidated damages for breach of contract, along with all agency, attorney’s fees and court costs incurred by Company in the collection of delinquent payments. Purchaser hereby grants Company a security interest in the product and any proceeds (including accounts receivable) as security for its obligations hereunder and will execute any document required to perfect this security interest.

 

Governing Law

Company is organized under the laws of the State of Arizona (AZ), USA. All agreements or contracts shall be governed by, construed and enforced in accordance with the laws of Arizona. The purchaser agrees that any action or proceeding rising out of or related in any way to this agreement shall be brought solely in a lower or higher court of competent jurisdiction sitting in Pima County, Tucson, AZ, USA. The purchaser hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. The purchaser hereby irrevocably and unconditionally waives the right of a jury trial in connection with any claim arising out of or related to this agreement, the information, or the transaction.

 

Severability

If any of the provisions contained in this document or other documents forming part of the agreement between Company and purchaser should for any reason be held to be illegal, invalid, or unenforceable in any respect, such illegality, invalidity, or un-enforceability shall not affect any other of the terms and conditions hereof and the terms and conditions hereof shall thereafter be construed as if such invalid, illegal, or unenforceable terms and conditions had never been contained herein.

 

Binding Effect

All agreements, covenants, warranties, and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors, assigns, administrators, and personal representatives.

 

Sole and Absolute Discretion

Notwithstanding anything herein to the contrary, whenever Company is entitled to exercise its “sole and absolute discretion”, such discretion may be exercised by Company for any reason or for no reason, whether such discretion is arbitrary, uncontrolled or unreasonable. Company exercise of its “sole and absolute discretion” shall be final and shall not be subject to appeal or be subject to adjudication by a court of law, arbitration, mediation, or otherwise.

 

Waiver of Breach

Either party may specifically waive any breach of the terms and conditions hereof by the other party, but no waiver specified in this paragraph shall constitute a continuing waiver of similar or other breaches of terms and conditions hereof. A waiving party may at any time upon written notice to the breaching party, direct future compliance with the waived terms and conditions hereof, and the breaching party shall thereafter comply as directed from such time forward. All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive.

 

US Export Control Laws

The purchaser hereby certifies that any purchase made by purchaser will not violate any of the US Export Control Laws and agrees that purchaser shall not re-export any item or equipment in violation of the US Export Laws.

 

Intellectual Property

You acknowledge and agree that all content and information on the Site is protected by proprietary rights and laws. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, create derivate work from, sell or re-sell any content or information obtained from or through the Site.

 

Third-party Sites

The Site may contain links to other websites maintained by third-parties. These links are provided solely as a convenience and does not imply endorsement of, or association with, the party by Zgrum Medical.

 

Modifications to this Agreement

Zgrum Medical reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Service from time to time. Your continued use of the Site after such modifications to this Agreement will constitute acknowledgment of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

 

Termination of Use

Zgrum Medical shall have the right to immediately terminate or suspend, in its discretion, your access to all or part of the Site with or without notice for any reason.

 

Disclaimer of Warranty

You expressly agree that use of the Site is at your sole risk and discretion. The Site and all content and other information contained on the Site is provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind, whether express or implied. Zgrum Medical makes no warranty that (I) the Site and content or information will be uninterrupted, timely, secure or error-free, (II) the results that may be obtained from use of this Site will be effective, accurate or reliable. The Site may include technical mistakes, inaccuracies or typographical errors. Zgrum Medical reserves the right to change the Site content and information at any time without notice.

 

Limitation of Liability

In no event shall Zgrum Medical or its affiliates be liable for any indirect, incidental, special, punitive damages or consequential damages of any kind, or any damages whatsoever arising out of or related to your use of the Site, the content and other information obtained therein.

Certain jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, thus the above limitations may not apply to you.

 

Governing Law

Any disputes arising out of or related to these Terms of Service and/or any use by you of the Site shall be governed by the laws of the US, without regard to the conflicts of laws provisions therein.

 

Date of Last Update

This agreement was last updated on October April 13, 2015.