Terms of Purchase

 

Standard Terms of Trade


1           Definitions

“Customer” means (a) any person that buys a Product, whether directly from Artman Instruments or from another person and (b) any person that uses a Product.

“Instrument” means the product or tool sold by the Artman Instruments.

1.1        “Artman Instruments” means a subsidiary of Wise Linkers LLC registered at Atlanta Georgia USA.

1.2        “Incoterms 2020” means an internationally accepted glossary of shipping terms published by the International Chamber of Commerce, Paris France.

1.3        “Information” means all information in relation to the Products that Artman Instruments may provide, from time to time, to the Customer including, without limitation, surgical techniques, instructions for use, product labels, design history files and marketing information.

1.4        “Intellectual Property” means Artman Instruments proprietary interests in the Products and Information, whether arising under statutory or common law, including without limitation: Artman Instruments brands; its patents and patent applications; know-how; designs; copyrights; specifications; manufacturing methods; research and development; quality control procedures; technical and marketing documentation; and trade secrets.

1.5        “Products” means any instrument supplied by Artman Instruments to Customer.

2           General

2.1        All sales by Artman Instruments shall be subject to these Terms.

2.2        Any purchase order submitted by the Customer shall be subject to these Terms. Any conditions in the Customer’s purchase order, or otherwise proposed by the Customer, shall not bind Artman Instruments unless Artman Instruments expressly accepts such conditions in writing.

2.3        The Customer’s receipt of the Products shall constitute its acceptance of these Terms.

2.4        To modify these Terms, both parties must sign an agreement to that effect.

2.5        Sales quotations are valid for 30 days from date of issuance, after which they will lapse.

3           Price

3.1        The price does not include the following charges:

(a)  applicable taxes, such as sales tax and

(b)  the cost of freight and insurance.

 Artman Instruments shall add such charges, where applicable, to the price of the Products and such charges shall appear as separate items on the invoice. Artman Instruments may issue a supplementary invoice for any deferred or delayed charges that would otherwise be payable by the Customer but for the fact that they were not known on the date of invoice.

3.2        Artman Instruments accepts the US dollars as a currency in its sales quotation.

4           Shipping Terms

4.1        Artman Instruments standard shipping terms are formulated from Artman Instruments facility in Acworth Georgia USA.

4.2        Georgia state laws shall govern the rights and obligations of the parties in as hipping contract.

4.3        Although the shipping terms are ex works, Artman Instruments shall provide a door-to-door delivery service at the Customer’s risk and expense. For purposes of clarification, when Artman Instruments provides a door-to-door delivery service, it does so purely as an accommodation to the Customer and as agent for the Customer. The provision of such service shall not alter the ex works shipping terms.

4.4        The Customer may elect to pick-up the Products and make its own shipping arrangements, provided it notes such preference when placing an order.


4.5        Artman Instruments shall ship the Products as soon as they are ready for delivery. The Customer may neither delay delivery nor fail nor refuse to accept delivery.

4.6        Consistent with ex works shipping terms, risk of loss or damage to the Products shall pass from Artman Instruments to the Customer from the moment the Products leave Artman Instruments premises.

4.7        Any delivery dates given, whether oral or in writing, shall be deemed good faith estimates only.

4.8        Artman Instruments shall use all reasonable endeavors to meet any delivery date specified in an order that it has accepted. However, Artman Instruments shall not be responsible for late delivery due to circumstances beyond its reasonable control.

4.9        Artman Instruments accepts no liability whatsoever for any loss or damage suffered by the Customer because of any delay or failure to deliver any of the Products, irrespective of the cause.

4.10      To assist with timely delivery, the Customer shall  provide the correct address and delivery instructions that Artman Instruments follows to pass on the shipping company.

4.11      The Artman instruments has the right to select the services of the shipping company unless otherwise advised by the customer.

5           Payment

5.1        Payment terms are thirty (30) days from the date of Customer’s receipt of the relevant invoice, unless expressly agreed in writing prior to acceptance of order. In respect of each shipment Artman Instruments shall issue the invoice on or after the date that Customer takes delivery of the Products ex Artman Instruments premises, Acworth Georgia USA.

5.2        The Customer shall pay the invoice price in full and shall have no right to set off against such price any claims that the Customer may have against Artman Instruments.

5.3        Artman Instruments has the right to hire the credit card processing companies to receive the payments from the customers. Artman Instruments can also provide the Customer with bank details for payments, which must be made by direct credit or wire transfer.

6           Inspection

6.1        The Customer shall visually inspect the Products, to the extent practicable, for any obvious damage, defects or other evidence that the Products do not conform to the order.

6.2        For any defect that the Customer could have reasonably discovered through prompt visual inspection, the Customer must give written notice to Artman Instruments of such defect within thirty (30) days after receipt of the Products. Otherwise, the Customer shall have waived its right to make a warranty claim in respect to such defect. Artman Instruments will not accept any claim that is based on some laboratory investigations of the material of the instruments. Artman Instruments will not accept any claims for the damage that is caused by the use of the instruments. It is the responsibility of the customer to immediately stop the usage of the tool if he finds any result that is going beyond his expectations.

7           Indemnity and Disclaimer

7.1        The Customer defends, indemnifies and holds Artman Instruments harmless from and against all causes of action, claims, suits, proceedings, damages and judgments by third parties (collectively “Claims”). The foregoing indemnity shall not apply to Claims based solely on an alleged manufacturing defect in the Products.

7.2        The Customer acknowledges that the Products are capable of being used in many different surgical procedures. Artman Instruments provides general guidelines concerning the suitability of its Products. It is not always possible for Artman Instruments to provide


 


7.3        specific guidelines for all surgical procedures. Proper selection of a specific Product for a specific surgical procedure will always be the Customer’s responsibility. The Customer must assume the ultimate responsibility for the selection and use of the Products. Artman Instruments does not warrant the performance of its Products or their suitability for any specific purpose.

8           Information

8.1            Artman Instruments does not warrant that the Information is timely, complete or accurate. Artman Instruments accepts no liability for any errors or omissions in the Information. Any Information provided shall not be deemed a warranty, representation or guarantee concerning a Product’s suitability or fitness for a Customer’s specific purpose. The Information shall not expand Artman Instruments’s obligations under its standard Product warranty. The Information shall not constitute a warranty that the Customer will derive any particular benefits from the Products. It is the Customer’s responsibility to determine the suitability of the Products for its own use. The Customer must use its own independent judgment and assessment and should not rely on any opinions, interpretations, statements, assurances or representations in the Information or otherwise.

8.2        Although the Information may include surgical techniques and Product usage guidelines, Artman Instruments cannot know the actual condition of a given patient nor the countless other variables that relate to the proper diagnosis and treatment of such patient. For that reason, the Customer shall not rely upon any Information provided by Artman Instruments but shall rely, instead, on its own professional judgment.

8.3        The Customer shall keep any non-public Information (e.g. design history files, technical files) strictly confidential.

9           Product Changes

9.1        The design and specifications of the Products may be changed from time to time without notice. Because Artman Instruments may improve and upgrade its Products, the specifications, dimensions and Information are subject to change without notice. The foregoing shall not apply in circumstances where the Customer has (a) furnished its own specifications and information pursuant to clause 4.10 and (b) it is an express condition of sale that Artman Instruments manufacture the products to conform to the Customer’s specifications and information or where additional supply agreements exist with change control provisions that may over-ride this clause.

10         Professional Advice

10.1      For the reasons mentioned in clause 8.2, Artman Instruments does not provide professional advice concerning the Products or their use.

10.2      The Customer accepts responsibility for ensuring that its employees are appropriately trained and experienced in the maintenance, post operative cleaning, sterilization, packing, storage and use of the Products and have read any relevant Information provided by Artman Instruments.

10.3      The Customer accepts responsibility for ensuring that surgeons and other end users know how to use the Products. The Customer shall discharge this responsibility through training sessions, hands-on demonstrations and technical support.

11         Traceability and Product Recall

11.1      Artman Instruments has adopted Product traceability procedures conforming to relevant law. The Customer shall adopt its own Product traceability procedures conforming to the relevant law in the Customer’s jurisdiction. The Customer shall procure its agents, dealers, distributors and any other persons to whom the Customer sells or transfers the Product, to adopt Product traceability procedures conforming to relevant law.

11.2      In the event that Artman Instruments initiates a Product recall, the Customer shall provide reasonable and timely assistance to Artman Instruments to enable Artman Instruments to comply with its regulatory obligations with respect to the Products. Without limiting the generality of the foregoing, the Customer shall provide Artman Instruments with contact details for customers and other persons further down the distribution chain, including the end user.

12         Limitation of Liability

12.1      The Customer shall strictly comply with any instructions for use, care and maintenance, trouble shooting, warnings and safety procedures provided by Artman Instruments. Where appropriate, the Customer shall pass any such instructions to its customers and end users and the Customer shall use its best endeavors to ensure that they comply with such instructions. Artman Instruments shall not be liable for any costs or damages incurred by any person because of such person’s failure to comply with such instructions.

12.2      To the maximum extent allowed by law, Artman Instruments disclaims liability for direct, indirect, incidental, special or consequential costs or damages of any kind. Without limiting the generality of the foregoing, Artman Instruments disclaims liability for: (a) Damages to person or property caused by a Product; or (b) Damages resulting from the inability to use the Product, including loss of profits, loss of operations whether incurred by the Customer, its employees or a third party.

12.3      The liability of Artman Instruments under any circumstance shall not exceed the original purchase price paid by the Customer for the Product giving rise to such liability.

13         Warranty

13.1      All Products sold are subject to Artman Instruments standard warranty, which covers defects in materials and workmanship. The term of such warranty is 12 months from date of shipment ex works Acworth GA. However, if the Instructions for Use in respect to the Product specify a different term, the Instructions for Use shall govern.

13.2      Artman Instruments warranty contains important exclusions, disclaimers and limitations of liability. Artman Instruments has posted a copy of its warranty on its website. The Customer may also obtain a copy directly from Artman Instruments.

14         Intellectual Property

14.1      The Customer hereby acknowledges Artman Instruments ownership of the Intellectual Property. The Customer disclaims any interest in the Intellectual Property. The Customer shall not challenge the validity of the Intellectual Property. The Customer shall not take or support any action prejudicial to the Intellectual Property or Artman Instruments interests therein.

15         No Sale by Description or Sample

15.1      Subject to clause 16.2, Artman Instruments does not warrant that the Products conform to any specific design or sample. Artman Instruments reserves the right to alter its Product dimensions, drawings, specifications, designs, materials components and construction methods. Artman Instruments may do so without notice. Any such alterations shall not impose on Artman Instruments an obligation to alter Products that Artman Instruments has already delivered to the Customer.

15.2      Clause 16.1 shall not apply in circumstances where the Customer has (a) furnished its own specifications and information pursuant to clause 4.10.

16         Changes

16.1      The Customer may request in writing any change to an order. Artman Instruments shall not withhold, unreasonably, its consent. However, the Customer shall bear any additional costs incurred by Artman Instruments because of such change.

17         Cancellation

17.1      Once Artman Instruments has confirmed, in writing, a Customer’s order, such order is not cancellable except with Artman Instruments’s express written agreement and upon such terms as Artman Instruments specifies.

18         Verbal Instructions and Orders

18.1      The Customer shall immediately confirm, in writing, all verbal instructions and orders. Artman Instruments may wait until the Customer does so before executing the Customer’s verbal instructions and orders. If Artman Instruments does not wait, Artman Instruments shall execute the Customer’s verbal instructions and orders entirely at the Customer’s risk. In that case, Artman Instruments accepts no responsibility for errors and omissions.

19         Representations

19.1      Artman Instruments’ staff, agents and representatives have no authority to make any representations, statements, warranties, conditions or agreements that conflict with these Terms, unless made in writing and signed by a duly authorized officer of Artman Instruments. Any such unauthorized representations, statements, warranties, conditions or agreements shall not bind Artman Instruments nor form part of any contract between the Customer and Artman Instruments.

20         Other Clauses

20.1      Returns. Returns (other than for warranty purposes or damage claims) shall be in Artman Instruments’ sole and absolute discretion. Products returned must be in the same condition as received.

20.2      Governing Law. The US law shall govern these Terms. The Customer submits to the non-exclusive jurisdiction of State of Georgia courts.

20.3      Invalidity. If any clause in these Terms is determined to be illegal or unenforceable for any reason, the parties shall modify such clause, but only to the extent necessary to make it legal and enforceable. If modification is not possible without materially altering the intent of the clause, the parties shall sever such clause from these Terms and, if possible, renegotiate in good faith such other means to reflect the intent of such severed clause. Notwithstanding such severance, the parties shall enforce the other clauses in these Terms  as if such severed clause was never a part thereof.

20.4      Compliance with Law. The Customer shall comply with all applicable laws within its jurisdiction.

20.5      Conflicts. The specific terms of any sales confirmation, sales quotations or invoice to which these Terms are attached, or incorporated by reference, shall prevail in the event of a conflict.

20.6      Force Majeure. Artman Instruments shall not be liable for any failure or delay in delivering the Products resulting from circumstances beyond its reasonable control, including, without limitation: Unavoidable delays in production; delays in the delivery of raw materials; default by subcontractors; default by component suppliers; strikes and labor unrest; shipping delays; shortages; war; acts of terrorism; government or regulatory intervention; fire; flood; accident; natural disaster; or any other event interpreted under US law as an “act of God”.  If Artman Instruments invokes force majeure, it shall do all reasonable things within its power to end the circumstances causing the force majeure and to mitigate any losses that the Customer may suffer as a consequence thereof. However, Artman Instruments shall not be liable for any such losses.

20.7      Non-waiver. No failure by Artman Instruments to insist upon strict performance of any of these Terms, or delay in exercising any of its rights or remedies, shall constitute  a waiver or variation of these Terms or a waiver of any such right or remedy.


Limited Warranty 

 

 

 


1           Definitions

 

1.1            “Customer” means (a) any person that buys a Product, whether directly from Artman Instruments or from another person and (b) any person that uses a Product.

1.2        “Artman Instruments” means Artman Instruments, a subsidiary of Wise Linkers LLC Registered in the USA.

1.3        “IFU” means the Instructions for Use that accompany the Products.

1.4        “Information” means all information in relation to the Products that Artman Instruments may provide, from time to time, to the Customer including, without limitation, IFUs, surgical techniques, product labels, design history files and marketing information.

1.5        “Products” means any instrument supplied by Artman Instruments to Customer.

2           Coverage

2.1        Artman Instruments warrants the Products against defects in materials or workmanship.

2.2        The term of this warranty is 12 months from date of shipment.

3           Asserting a Claim

3.1        To assert a warranty claim, the Customer should contact Artman Instruments local representative. If there is no local representative, the Customer should contact Artman Instruments directly. The contact details of Artman Instruments are set forth below.

3.2        Artman Instruments shall not accept a warranty claim unless and until either Artman Instruments, or its authorized representative, has inspected the Product (or the part that is the subject of the claim), identified the defect and determined that none of the exclusions to coverage apply. Artman Instruments shall not reject, unreasonably, a warranty claim.

3.3        If Artman Instruments determines that a returned Product was not defective, or that the warranty claim was otherwise not valid, Artman Instruments shall charge the Customer a handling and servicing fee.

3.4        If Artman Instruments accepts the warranty claim, Artman Instruments shall either repair or replace the defective Product, as Artman Instruments shall determine in its sole and absolute discretion. If Artman Instruments does not wish to repair or replace the defective part, it may, instead, refund the purchase price.

3.5        The Customer shall bear all applicable freight and insurance costs, both ways.

4           Inspection

4.1        The Customer shall visually inspect the Products, to the extent practicable, for any obvious damage, defects or other evidence that the Products do not conform to the order.

4.2        For any defect that the Customer could have reasonably discovered through prompt visual inspection, the Customer must give written notice to Artman Instruments of such defect within thirty (30) days after receipt of the Products. Otherwise, the Customer shall have waived its right to make a warranty claim in respect to such defect.


5           Exclusions

5.1        This warranty is void in any of the following circumstances:

5.1.1     The Product has been damaged due to misuse, abuse, neglect, mishandling or other causes.

5.1.2     The Product has been adjusted, modified, altered or adapted except as authorized by Artman Instruments in writing or as directed by Artman Instruments in relevant documentation and manuals accompanying the Product, and then strictly in accordance with such directions.

5.1.3     The Product has been used by a person who does not possess the appropriate qualifications, experience and training in relation to such Product and its use.

5.1.4     The Product has been improperly used, repaired or maintained.

5.1.5     The Product has been assembled or used with parts not approved by Artman Instruments.

5.1.6     The Product has been used for purposes other than for which it was designed.

5.1.7     The Product has been used outside its stated specifications, capacity and operating parameters.

5.1.8     The Product has been damaged during shipment.

5.2        If the Product needs servicing, the Customer shall only engage service technicians approved by Artman Instruments. Artman Instruments shall not be liable if the Product has been altered, damaged or rendered non-functional through incorrect use or servicing.

5.3        This warranty does not cover normal maintenance and replacement of consumable parts specified by Artman Instruments.

5.4        It shall be a condition of this warranty that the Customer checks the Product periodically for obvious problems or malfunctions. The Customer should check for loose fittings, damage, excessive wear and replacement of consumable parts.

5.5        The Customer may use the Product for many different purposes and applications. Therefore, Artman Instruments cannot warrant that the Product is suitable for the Customer’s specific purpose or application.

5.6        Artman Instruments has a policy of continual Product improvement. Specifications are subject to change without notice. Artman Instruments shall be under no obligation to implement an improvement to Products already in the field.

6           Exclusive Remedy

6.1        The remedies in this warranty are the sole and exclusive remedies and no other remedies whatsoever shall be available to the Customer.

6.2        Artman Instruments sole responsibility is to repair or replace a defective part the subject of a valid warranty claim. Otherwise, Artman Instruments will refund the purchase price.

6.3        Artman Instruments disclaims any other implied warranties, including warranties of merchantability or fitness for purpose, to the maximum extent permitted by law.

6.4        Statements, representations and specifications in any Information concerning the Product shall not be deemed warranties, nor shall they extend or expand Artman Instruments obligations under this warranty.

6.5        No employee, representative, dealer, agent, distributor or service company acting for Artman Instruments has the authority to extend or modify the terms of this express warranty unless Artman Instruments expressly agrees, in writing, to such extension or modification.


 


7           Limitation of Liability

7.1        The Customer acknowledges that the Products are capable of being used in many different surgical procedures. Artman Instruments provides general guidelines concerning the suitability of its Products. It is not always possible for Artman Instruments to provide specific guidelines for all surgical procedures. Proper selection of a specific Product for a specific surgical procedure will always be the Customer’s responsibility. The Customer must assume the ultimate responsibility for the selection and use of the Products. Artman Instruments does not warrant the performance of its Products or their suitability for any specific purpose.

7.2        The Customer shall strictly comply with any instructions for use, care and maintenance, trouble shooting, warnings and safety procedures provided by Artman Instruments. Artman Instruments shall not be liable for any costs or damages incurred by any person because of such person’s failure to comply with such instructions.

7.3        To the maximum extent allowed by law, Artman Instruments disclaims liability for direct, indirect, incidental, special or consequential costs or damages of any kind. Without limiting the generality of the foregoing, Artman Instruments disclaims liability for: (a) Damages to person or property caused by a Product; or (b) Damages resulting from the inability to use the Product, including loss of profits, loss of operations whether incurred by the Customer, its employees or a third party.

7.4        The liability of Artman Instruments under any circumstance shall not exceed the original purchase price paid by the Customer for the Product giving rise to such liability.

8           Information

8.1        Artman Instruments does not warrant that the Information is timely, complete or accurate. Artman Instruments accepts no liability for any errors or omissions in the Information. Any Information provided shall not be deemed a warranty, representation or guarantee concerning a Product’s suitability or fitness for a Customer’s specific purpose. The Information shall not expand Artman Instruments obligations under this Warranty. The Information shall not constitute a warranty that the Customer will derive any particular benefits from the Products. It is the Customer’s responsibility to determine the suitability of the Products for its own use. The Customer must use its own independent judgment and assessment and should not rely on any opinions, interpretations, statements, assurances or representations in the Information or otherwise.

8.2        Although the Information may include surgical techniques and Product usage guidelines, Artman Instruments cannot know the actual condition of a given patient nor the countless other variables that relate to the proper diagnosis and treatment of such patient. For that reason, the Customer shall not rely upon any Information provided by Artman Instruments but shall rely, instead,  on its own professional judgment.


9           No Sale by Description or Sample

9.1        Subject to clause 9.2, Artman Instruments does not warrant that the Products conform to any specific design or sample. Artman Instruments reserves the right to alter its Product dimensions, drawings, specifications, designs, materials components and construction methods. Artman Instruments may do so without notice. Any such alterations shall not impose on Artman Instruments an obligation to alter Products that Artman Instruments has already delivered to the Customer.

9.2        Clause 9.1 shall not apply in circumstances where the Customer has furnished its own specifications and information in order for Artman Instruments to develop and manufacture a  Product.

10         Representations

10.1      Artman Instruments staff, agents and representatives have no authority to make any representations, statements, warranties, conditions or agreements that conflict with this Warranty, unless made in writing and signed by a duly authorized officer of Artman Instruments. Any such unauthorized representations, statements, warranties, conditions or agreements shall not bind Artman Instruments nor form part of any contract between the Customer and Artman Instruments.

11          Local Law

11.1      Some jurisdictions do not allow limitations or disclaimers of implied or statutory warranties. Some jurisdictions do not allow disclaimers or exclusions of consequential or incidental damages. Therefore, the above disclaimers, limitations and exclusions may not apply in certain jurisdictions in which Artman Instruments sells the Product. As to such jurisdictions, this warranty shall be deemed modified, and the offending clauses amended or removed, but only to the extent necessary to bring them into conformity with the laws therein.

11.2      The invalidity of any clause shall not affect the validity of any other clause.

11.3      This warranty gives the Customer specific legal rights. The Customer may have other rights or remedies pursuant to the laws in its territory.

11.4      Nothing in this limited warranty should be construed as limiting or restricting any other statutory right or remedy of the Customer, except for such limitations or restrictions herein as may be allowed by the law of the territory.

12         Severability

12.1      Where there is a conflict between a clause in this Warranty and a mandatory provision of law, the mandatory provision shall prevail. The clause in conflict with such mandatory provision shall be deemed severed from this Warranty but the balance of this Warranty shall continue in full force and effect.

12.2      Where there is a conflict between a clause in this Warranty and a provision of law which is expressed to be subject to any contractual provision to the contrary,  or which may be altered or overridden by a contract, such clause in this Warranty shall prevail.

13         Governing Law

13.1      New US law shall govern this Warranty. The Customer submits to the non-exclusive jurisdiction of US  courts.