About | Power Tools Sales Terms and Conditions

Power Tools Sales Terms and Conditions

1. Applicability. The quote, purchase order or other written offer, solicitation or document from Seller referencing these online terms (an “Offer Document”) is an offer by Globus Medical, Inc. or its listed affiliate (“Seller”) for the purchase of power tools products, including any capital equipment units, instruments, single-use or disposable products, lubricants and other products to the extent specified on the Offer Document (collectively, the “Goods”) to the party to whom the Offer Document is addressed (“Buyer”) in accordance with and subject to these online terms and conditions (the “Terms”; together with the terms and conditions on the face of the Offer Document, the “Order”). In the event of any conflict between the Terms herein and the terms and conditions of any Product Purchase Agreement, Supply Agreement or other written agreement for the purchase and supply of the Goods (“Other Agreement”) between the Buyer and Seller, the terms and conditions of the Other Agreement shall take precedence. For clarity, these Terms take precedence over any other agreement between the parties that do not expressly cover the Goods, including any general spinal, implant or biologics sales agreement with Seller. The terms of any subsequent Offer Document are incorporated into the specific purchase transaction only to the extent that such subsequent Offer Document specifies the products ordered, the price and delivery thereof and then only to the extent that the terms are consistent and do not differ with these Terms.  In the event there is any inconsistency or difference between these Terms and any terms and conditions referred to in such subsequent Offer Document these Terms shall prevail.

2. Acceptance. This Order is not binding on Buyer until acceptance, which shall be deemed given if Buyer: (a) accepts the Order in writing; or (b) completes payment of the amount due under the Offer Document, in whole or in part, without prior rejection of the Order in writing. 

3. Shipping & Delivery. All shipments by Seller are F.O.B. Point of Origin. Buyer will be solely responsible for all transportation charges in addition to the price of the Goods.

4. Price. The price of the Goods is as stated in the Offer Document (the “Price”). Notwithstanding anything to the contrary contained in any other agreement between the parties, including any “new product” restrictions or the like, Buyer agrees to pay for the Goods at the prices set forth in the Offer Document. Unless otherwise specified in the Order, the Price excludes all packaging, transportation costs, insurance, customs duties, fees, and applicable taxes. 

5. Payment Terms. All payments shall be due net thirty (30) calendar days after the date of the applicable Seller invoice. Buyer must notify Seller within thirty (30) calendar days of the date of the invoice if it is disputing any charges or disputes will be considered waived.  Interest shall accrue on undisputed past-due amounts at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law.  Buyer will reimburse Seller for all reasonable costs (including attorneys’ fees) relating to collection of undisputed past due amounts.

6. Warranties. 

6.1. The Goods.  Supplier represents and warrants that the Goods when delivered to Buyer shall be (a) free and clear of any and all liens, security interests or any other encumbrances, and (b) conform to Supplier’s applicable specifications. 

6.2. Capital Equipment and Instruments.  The following warranty applies only to the Seller products, as specified by part number below (the “Warrantied Equipment”):

Seller warrants that the Warrantied Equipment, for the period commencing upon the date Seller ships the Warrantied Equipment to Buyer and ending on the first day of the month immediately following the 12-month anniversary of such shipment date (“Warranty Term”), will be free from defects in material and workmanship and will conform to Seller’s written specifications (“Limited Warranty”). This Limited Warranty applies only to the original Warrantied Equipment and does not apply to any other product (such warranty expressly excludes any single-use, disposable or other ancillary products purchased in connection with the Warrantied Equipment or replacement products). 

The Limited Warranty above does not include repairs or other services made necessary by or related to, the following: (1) abnormal wear or damage caused by misuse or failure to perform normal and routine maintenance as set out in the operations manuals, and accompanying labels and/or inserts for each item of Warrantied Equipment (collectively, “Product Documentation”) as updated from time to time; (2) accidents; (3) catastrophe; (4) acts of God; (5) any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non-Seller authorized personnel; (6) Warrantied Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (7) Warrantied Equipment that has been repaired with any unauthorized or non-Seller components. In addition, in order to ensure safe operation of the Warrantied Equipment, only Seller accessories should be used.  Seller reserves the right to invalidate the Limited Warranty and complimentary loaner programs if Warrantied Equipment is used with accessories not manufactured by Seller.  Buyer’s sole and exclusive remedy for Seller’s breach of the Limited Warranty set forth above shall be the repair or replacement of the Warrantied Equipment.

6.3.  Disclaimers.  EXCEPT AS SPECIFIED IN THIS SECTION 6, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE GOODS (INCLUDING THE WARRANTIED EQUIPMENT) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED AND ARE EXPRESSLY DISCLAIMED BY SELLER.

7. Loaner Program.  During the Warranty Term, Seller may provide to Buyer a complimentary item of equipment on loan (“Loaner”) during the period in which Seller is servicing, repairing and/or replacing Buyer’s Warrantied Equipment (“Loaner Period”).  The Loaner will remain the property of Seller during the Loaner Period.  At the end of the Loaner Period, Seller may elect to deem the Loaner a replacement of Buyer’s Warrantied Equipment or require Buyer to return and/or purchase the Loaner as described hereinafter.  Buyer will have ten (10) calendar days to return the Loaner to Seller (“Return Period”).  If Buyer does not return the Loaner by the end of the Return Period, Buyer agrees to pay the purchase price of the Loaner (“Loaner Purchase Price”), which shall be equal to its then-current fair market value (as determined by Seller).  The Loaner Purchase Price may be invoiced against the Buyer’s current purchase order on file.  Upon payment of the Loaner Purchase Price (“Payment”), title to the Loaner shall transfer to the Buyer. If following Payment, Buyer is able to return the Loaner to Seller within a reasonable period, Seller, at its discretion, will purchase the Loaner from Buyer at its then-current fair market value (as determined by Seller). 

IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGE) IN CONNECTION WITH ANY SERVICE, REPAIR OR REPLACEMENT OF THE WARRANTIED EQUIPMENT.

8. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. 

9. Assignment. Buyer may not assign or delegate this Order or any of its rights or duties under this Order without prior written consent of Seller. Any prohibited assignment is void. No assignment or delegation shall relieve Buyer of any of its obligations hereunder. 

10. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.

11. Severability. If any provision of this Order shall be determined invalid or unenforceable to any extent or in any application, the remainder of this Order shall not be affected thereby, and such provision shall be deemed modified or deleted to the minimum extent necessary to make it consistent with applicable law, unless such modification or deletion of the provision would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. Every provision of this Order as so modified if necessary shall be enforced to the fullest extent and in the broadest application permitted by law.