General Terms & Conditions
EVOKMED, LLC
General Terms and Conditions of Sale
These Terms and Conditions of Sale (“Terms”) govern the sale of goods (“Goods”) by EVOKMED, LLC (“Seller”) to the customer (“Customer”) as defined in any letter of commitment, purchase order, quote, confirmation of sale, or invoice (collectively, the “Sales Confirmation”).
These Terms and the Sales Confirmation together constitute the full agreement (“Agreement”) between the parties, superseding all prior communications and agreements. In the event of a conflict, the Sales Confirmation takes precedence. Customer’s purchase terms do not apply unless explicitly agreed in writing by Seller.
1. Applicability
These Terms apply unless a separate, signed written contract governs the transaction.
2. Delivery
Goods are delivered FOB Seller’s facility in Houston, Texas, unless otherwise agreed in writing. Customer is responsible for shipment within five business days of notification. Partial shipments may be made at Seller’s discretion.
3. Non-Delivery
Seller’s shipping records are conclusive unless proven otherwise. Liability for non-delivery is limited to replacement or invoice adjustment.
4. Quantity
Up to 0.5% over- or under-delivery is permitted, and the Customer must accept and pay accordingly.
5. Shipping Terms
FOB Shipping Point unless otherwise specified.
6. Title and Risk of Loss
Both pass to Customer upon delivery at the Shipping Point. Customer grants Seller a security interest in the Goods until paid in full.
7. Amendment and Modification; Cancellation
Any changes or cancellations must be approved in writing. Cancellations may incur a 15% fee in addition to payment for delivered Goods.
8. Inspection and Rejection of Nonconforming Goods
Customer has ten business days to inspect. Nonconforming Goods may be replaced or credited at Seller’s discretion. Returns are otherwise not permitted.
9. Price
Prices are as listed in the Sales Confirmation or the current price list. Taxes and similar charges are the responsibility of the Customer unless exempt and documentation is provided.
10. Payment Terms
Pre-payment is required unless credit is extended. Net 30 terms apply unless otherwise noted. Late payments may incur interest and collection fees. No set-offs permitted.
11. Limited Warranty
Seller does not offer warranties. Goods may carry manufacturer warranties, and Customer must pursue remedies directly with the manufacturer.
12. Limitation of Liability
Neither party is liable for indirect or consequential damages. Seller’s liability is capped at the amount paid for Goods in the preceding three months, excluding cases of gross negligence or bodily harm.
13. Customer’s Obligations
Customer must ensure the accuracy of order details and use Goods per manufacturer instructions. Customer assumes responsibility for handling and usage risks.
14. Indemnification
Each party agrees to indemnify the other against third-party claims arising from injuries or property damage due to their own performance or breach.
15. Compliance with Law
Each party must comply with all relevant laws, including export and import regulations. Failure to comply may result in termination.
16. Termination
Seller may terminate the Agreement if Customer fails to pay, breaches any term, or becomes insolvent.
17. Waiver
No waiver is valid unless in writing. Delay in exercising rights does not constitute waiver.
18. Force Majeure
Neither party is liable for delays or failures caused by events beyond their control. Either may terminate the Agreement if such delay continues beyond 90 days.
19. Assignment
Customer may not assign rights or delegate duties without Seller’s written consent.
20. Relationship of the Parties
The relationship is that of independent contractors. No joint venture or agency is created.
21. No Third-Party Beneficiaries
This Agreement benefits only the parties and their successors.
22. Governing Law
Texas law governs this Agreement.
23. Submission to Jurisdiction
All disputes must be brought in federal or state courts located in Houston, Harris County, Texas.
24. Notices
All Notices must be in writing and delivered as specified in the Sales Confirmation or to updated addresses provided by either party.
25. Severability
If any provision is unenforceable, the rest of the Agreement remains in effect.
26. Survival
Provisions that by nature extend beyond termination remain in force.