Tullo
Terms and Conditions of Sale
Acceptance and Agreement
All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer’s assent thereto. No variation of these terms and conditions will be binding upon seller unless agreed to in writing and signed by an officer or other authorized representative of seller. Any additional or different terms, additions, or exceptions proposed by buyer (whether in a purchase order, other printed form or elsewhere) are objected to and hereby rejected, unless such terms, additions, or exceptions are approved specifically by seller in writing. No course of prior dealings or usage of trade shall be relevant to supplement or explain any term used herein. Any clerical errors by seller are subject to correction.
Website Purchase
Your website purchase information is kept safe under all circumstances according to the terms of our privacy policy. We never share your purchase information with any third party, except where disclosure is required by applicable law, regulation, court order, or regulatory authority (including but not limited to FDA, Notified Bodies, or Competent Authorities).
Payment using Purchase Order
Terms of sale are net thirty (30) days from the date of invoice, unless otherwise stated. Unpaid balances over thirty (30) days will be subject to a 1.5% monthly service charge. Buyer’s obligations to pay Seller are absolute and are not subject to any factor, counterclaim, deduction, withholding, holdback, set-off or any other condition for any reason. Buyer specifically waives any right for any reason to withhold or set-off payments it owes to Seller hereunder, whether available at law, in equity or otherwise under the laws, rules, regulations, ordinances, decrees or orders of any governmental authority. If the financial condition of Buyer results in the insecurity of Seller, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Buyer in the payment of the purchase price or otherwise, for any goods, Seller, at its option, without prejudice to any other lawful remedy, may defer delivery, cancel any contract for the sale of goods, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price. Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney, accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
Taxes and Other Charges
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer, except for taxes of Seller’s income, shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor; or Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Returns
Goods may not be returned except with Seller’s permission, and only in strict compliance with Seller’s return shipment instructions. Any returned items may be subject to a processing fee as determined in accordance with Seller’s policies in effect at the time of the return. Returns under 30 days have no restocking fee. 30-90 days a 25% restocking fee. Returns will not be accepted over 90 days from time of shipping.
Non-returnable items are those that are returned after more than 90 days from the date of invoice or instruments that have been used or sterilized.
Returned products may be subject to evaluation in accordance with Tullo’s quality system, including complaint handling, investigation, trend analysis, and regulatory reporting obligations, where applicable.
Warranty
All Tullo instruments used in the manner for which it was designed and intended are guaranteed to be free from defects in materials and workmanship for one (1) year from the date of shipment when used in the manner for which it was designed and intended and in accordance with the applicable instructions for use and labeling. Any instrument found to have a manufacturing defect shall, at Tullo’s discretion, be repaired or replaced free of charge.
The warranty contained in this paragraph, as limited herein, is the only warranty extended by boss in connection with any sale by it and is extended to customer only and not to any successive buyers, users, third parties or employees and is in lieu of all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
Nothing in this warranty policy limits or alters Tullo’s obligations under applicable medical device laws and regulations.
The repair, alteration, or modification of any product by persons not authorized by Tullo and/or products subjected to physical or chemical abuse shall immediately terminate this warranty.
Buyer’s Use of Products
Seller’s products are intended for the use set forth in product labeling and are not to be used for any other purposes. Buyer warrants to Seller that the products shall not be adulterated or misbranded within the meaning of the Federal, Food, Drug and Cosmetic Act or applicable international medical device regulations. Buyer agrees to comply with instructions furnished by Seller relating to the use of the products and not misuse the products in any manner.
Buyer’s Representations and Indemnity
Buyer represents and warrants that it shall use all products ordered herein in accordance with the provided instruction for use. Buyer also agrees that it will satisfy its responsibilities under the Safe Harbor Regulations relating to program “fraud and abuse” promulgated under the Social Security Act and Medicare and Medicaid Patient and Program Protection Act.
Buyer agrees to indemnify and hold harmless Seller, its affiliates and their respective employees, agents, successors, directors, officers, and assigns from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Seller may sustain or incur as a result of any claim against Seller based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Buyer, its directors, officers, agents, employees, successors or assigns, by Buyer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other parties, arising out of, directly or indirectly, the failure by Buyer to use Seller’s products in accordance with the package labeling or the requirements of the warranty, or by reason of Buyer’s failure to perform its obligations contained herein, including without limitation, the failure of Buyer to comply with applicable law.
Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving Seller’s products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others furnishing such information to Seller. Furnishing such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
Nothing in this section limits Tullo’s obligations for complaint handling, vigilance reporting, or regulatory compliance under applicable medical device laws and regulations.
Exclusions
The Limited Warranty does not cover any Products or Equipment that has been misused, altered, abused, disassembled, repaired, refurbished, reprocessed, improperly stored, acquired from unauthorized third parties, subjected to physical abuse such as dropping or other impact, treated with caustic or abrasive or other damaging chemicals or damaged resulting from the use of non-Tullo devices, components or parts, except if done by Tullo. Tullo shall have no warranty obligation for Products or Equipment issues related to Customer’s or its physicians’, employees’, agents’, or carriers’ negligence, recklessness, willful misconduct, or non-compliance with all instructions and requirements regarding the handling and use of Products, Equipment, or any software embedded in the Products or Equipment, as intended by Tullo, or any failure to follow the procedures set forth in any applicable user manual or maintenance guide or as demonstrated by Tullo’s representatives. Tullo shall have no warranty obligations with respect to any failures of any Products, Equipment, or software embedded into the Products or Equipment that are the result of power surge or extreme electromagnetic field, or any other cause outside of Tullo’s control. Damages due to ordinary use, wear, and tear of the Products are excluded from the Limited Warranty. The Limited Warranty is exclusively for the benefit of Customer and cannot be transferred or assigned. Any sale, rental or other transfer or use of the Products or Equipment covered by the Limited Warranty to or by a user other than Customer shall cause the Limited Warranty to immediately terminate. The Limited Warranty does not apply to any accessories, supplies, consumables, or other devices used with the Products or Equipment. Tullo reserves the right to make changes to the Products and Equipment at any time without creating an obligation to make the same or similar changes to Products and Equipment previously sold.
DISCLAIMERS
EXCEPT AS PROVIDED EXPRESSLY IN THE LIMITED WARRANTY, TULLO EXCLUDES ALL WARRANTIES CONCERNING THE PRODUCTS AND EQUIPMENT, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. TULLO’S LIABILITY WITH RESPECT TO THE LIMITED WARRANTY SHALL BE LIMITED TO THE PURCHASE PRICE PAID. IN NO EVENT SHALL TULLO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL LOSS, DAMAGE, OR EXPENSE, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, LOST PROFITS, PROCUREMENT OF SUBSTITUTE GOODS, AND BUSINESS INTERRUPTION), AND WHETHER OR NOT TULLO OR CUSTOMER WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. REPRESENTATIONS AND WARRANTIES MADE BY ANY PERSON, INCLUDING BUT NOT LIMITED TO SALES REPRESENTATIVES, EMPLOYEES, OR AGENTS OF TULLO, THAT ARE INCONSISTENT OR IN CONFLICT WITH OR IN ADDITION TO THE TERMS OF THE LIMITED WARRANTY, SHALL NOT BE BINDING UPON TULLO UNLESS REDUCED TO WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF TULLO. THIS DISCLAIMER SECTION SHALL NOT APPLY TO THE EXTENT CONTRARY TO APPLICABLE LAW.
Intellectual Property
There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, service mark, or other intellectual property right.
Complaint & Incident Handling
Reports of product issues, incidents, or adverse events will be handled in accordance with Tullo’s quality management system and applicable regulatory requirements.
Shipment and Delivery
We ship orders by UPS/FedEx/USPS. In most cases, orders ship out within 24-72 hours. However, this is subject to change, based on weather conditions, large order volumes, non-stock items or any circumstances beyond our control. Under these rare circumstances, please be aware that we are working to have your order shipped as soon as possible.
Tullo, LLC ◾ 22701 Hall Road, Suite 100 ◾ Macomb, MI 48042 ◾ 810.328.3762
F-0045 Rev A (ECN 24-002)