All sales are made subject to the following terms and conditions between VITEX, LLC (“VITEX”) and Purchaser (collectively, the “Parties”).
VITEX is a supplier of the FDS series system, including hardware, software, and optional accessories (the “Product”) identified in the invoice or quote provided;
Purchaser desires to buy the Product from VITEX on the terms and conditions set forth in this document; and agrees that:
The FDS series system is not a medical device. Human skin temperature is affected by a wide number of environmental and physiological factors. An elevated facial skin temperature may signify a raised body core temperature; correspondingly, an elevated core temperature may not be accompanied by a raised facial skin temperature. The FDS series system must be operated strictly in accordance with the manufacturer’s operation manual. The operator must set the temperature alert level. The FDS series system is not intended nor designed to diagnose or detect medical conditions including, but not limited to, viruses or other illnesses. The FDS series thermal imaging system should only be used to detect variations in surface temperature. In the event that an elevated skin temperature is detected, the subject should be advised to check temperature with an approved medical thermometer and the finding confirmed. Absence of an elevated skin temperature does not exclude a fever.
VITEX sells the Product to Purchaser on the following terms and conditions:
1) Title/Risk of Loss: Purchaser shall pay shipping costs for the Product, but VITEX shall be responsible for the packaging, shipping and safe delivery of the Product and shall bear all risk of damage or loss until the Product is delivered to the Purchaser’s address, as evidenced by a delivery receipt from the carrier.
2) Payment: Payment shall be made by bank wire, credit card or check sent to VITEX, 210 Sylvan Ave Ste 25, Englewood Cliffs, NJ 07632. Terms of payment is 50% when placing the order and 50% before shipment of the Product. Payment in full shall be made before Product will be shipped. In addition to any other remedies provided by law or equity, if the Purchaser fails to pay for the Product when due or payment is reversed by the Purchaser, VITEX has the option to treat such a failure to pay as a material breach of these Terms and Conditions and may cancel the sale and seek legal remedies.
3) Shipping Time: VITEX normally ships Product via best available carrier to the Purchaser within 4 weeks of receiving both payment in full and confirmation of shipping address. However, any shipment quotation or forecast on the Order Form or any other Order acknowledgment is only an estimate of the time required to make shipment and VITEX assumes no liability, whatsoever due to any shipping delay or failure to deliver all or any part of any order for any reason, including its own negligence.
4) Accuracy of Information, Orders, Pricing and Payment Terms: VITEX seeks to provide current and accurate billing information. However, misprints or other errors may occur. In such event, VITEX reserves the right to reject, correct, cancel, or terminate any order. Terms of payment are within VITEX’s sole discretion.
5) Product Limited Warranty: VITEX warrants that the Product shall be free of significant, material defects in materials and workmanship and shall be delivered to the Purchaser in new or as-new condition. The Product is warranted against any defective material or workmanship for a period of 24 months from date of shipment. Any Product component determined to be defective will be repaired or replaced. Products shall not be returned without prior written authorization.
VITEX SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF VITEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6) Warranty Disclaimer: Other than the Limited Warranty set forth above, VITEX MAKES NO WARRANTIES, AND EXPRESSLY DISCLAIMS, ANY OTHER PROMISES, GUARANTEES, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
7) Money Back Guarantee: Purchaser may return the Product within 30 days after receipt of the Product for full refund excluding shipping cost. To return the Product and request for refund, Purchaser must obtain Return Merchandise Authorization Number (“RMA Number”) from VITEX by calling (201) 296-0145 or writing to email@example.com within 30 days after receipt of the Product. The Product must be returned within 10 days of receiving RMA Number, and the Product must be received by VITEX in working condition and in original packaging with all accessories and documentation as originally delivered. VITEX reserves the right to deduct from refund amount any applicable cost for repair or replacement if the Product is received by VITEX with damaged or missing components. VITEX is not responsible for loss or damage incurred during shipping, and it is the Purchaser’s responsibility to insure the Product for any loss or damage. VITEX will have 30 days from the return of the Product to make refund to the Purchaser.
8) Sale Is Final: VITEX shall have no obligation to accept returns or make refunds after 30 days has passed since the Product is accepted by the Purchaser.
9) Limitation of Liability: IN NO EVENT WILL VITEX’S AGGREGATE LIABILITY UNDER ANY AND ALL CLAIMS BY THE PURCHASER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCT EXCEED THE TOTAL AMOUNT PAID TO VITEX BY PURCHASER. NO ACTION OR CLAIM RELATING TO THIS AGREEMENT OR THE PRODUCT RENTED HEREUNDER MAY BE INSTITUTED MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM. IN NO EVENT WILL VITEX BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS INTERRUPTION).
It is the responsibility of the Purchaser (and, it is not the responsibility of VITEX) to investigate, learn, abide by, and ensure compliance with all local, state, federal, and regulatory-board laws, regulations, or other legal requirements related to the Product, including without limitation pertaining to owning, using, operating, billing registering or licensing the Product.
10) Reverse Engineering: Purchaser will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the FDS series system or permit or induce the foregoing. Purchaser will not reverse engineer, disassemble or otherwise attempt to derive the hardware, techniques, processes, know-how or other information from the hardware portion of the FDS series system or permit or induce the foregoing.
11) Confidential Information: Any and all information provided to Purchaser by VITEX with respect to the Product, software, documentation, training and services rendered under this sale of Product is acknowledged by Purchaser to be confidential and proprietary information. Any and all such information shall be held in confidence by Purchaser and used only the Purchasers own use. No such confidential and proprietary information, including all copies of such information, shall be released by Purchaser or Purchaser’s agents or employees to the public or any other third party.
12) Governing Law/Exclusive Venue: The purchase/sale transaction and these Terms and Conditions shall be governed and interpreted in accordance with the laws of the United States and the State of New Jersey, without giving effect to principles of conflicts of law. The parties agree that the sole and exclusive venue for any suit or other proceeding to resolve any dispute or controversy arising from the purchase/sale transaction, or related to the Product, shall be in a court of competent jurisdiction in Bergen County, New Jersey.
13) Severability: In the event that any provision of these Terms and Conditions shall be construed to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not be deemed to affect the remaining provision(s) and these Terms and Conditions shall be construed and enforced as if such invalid or unenforceable provision(s) had never been included herein.
14) No Waiver: The failure of VITEX, at any time or for any period of time, to enforce any provision(s) of these Terms and Conditions shall not constitute a waiver of such provision(s) or of the right of VITEX to thereafter enforce each and every provision of these Terms and Conditions.
15) Entire Agreement: These Terms and Conditions contain the full and complete understanding of the Parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to these Terms and Conditions and which is duly executed by both Parties. The Parties expressly agree that these Terms and Conditions supersedes all prior or contemporaneous proposals, and all other oral or written understandings, representations, conditions, and other communications between the Parties.