1. Delays
A. Seller will not be liable for loss, damages, or non-performance resulting from changes in specifications, force majeure, including but not limited to strikes, labor disturbances, material shortages, non-manufacturing conditions, delays or failures of carriers or communication, epidemics, fire, flood, storms, accident, riot, acts of terrorism, war and invasion, governmental requisition or priorities, acts of God, or other causes beyond Seller’s reasonable control.
B. In such event, the delivery date will be extended for a period equal to the time lost by reason thereof, or Seller at its option may cancel the delivery and refund any amounts paid by Customer, as Customer’s sole and exclusive remedy. Seller will undertake to notify the Customer promptly of any significant delay and will specify the revised delivery date as soon as practical. IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RISING OUT OF A DELAY IN, CANCELLATION OF, OR FAILURE TO DELIVER OR MANUFACTURE.
C. If shipment is delayed or extended by Customer, Customer will arrange for and notify Seller of the place or places to which Seller will ship the Products covered by the order for warehousing or storage at Customer’s expense and all risk of loss or damage to the Products or Services will be borne by Customer. If Customer is unwilling or unable to promptly arrange for warehousing or storage facility, Seller may do so at Customer’s expense. Customer hereby agrees to pay any and all storage charges so incurred and Seller’s invoice, which it will issue upon shipment of Products to the place of storage.
2. Cancellation
Cancellation or suspension of the order by Customer after acceptance by Seller may be made only on terms which will compensate Seller for loss due to the cancellation. Prior to shipment, Customer may cancel by giving written notice of cancellation to Seller. Customer may cancel after shipment only if Products are re-salable and Customer pays restocking, shipping and handling charges as reasonably determined by Seller.
3. Limitation of Liability; Exclusion of Damages
Seller’s liability with respect to any claim by Buyer or any third party arising out of or in any way relating to any product sold by Seller to Buyer (including without limitation such product’s sale, use or transportation) will be limited solely to the cost of such product and any such claim must be filed within 60 days after the delivery of such product. SELLER WILL NOT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOST PROFITS OR OTHER LOSSES OF BUYER OR ANY THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATING TO THE SALE, USE OR TRANSPORTATION OF SUCH PRODUCT.
4. Specifications
If Buyer provides any specifications or designs for products, Buyer will indemnify and hold harmless the Seller Indemnified Parties for all claims, losses, costs and expenses (including without limitation attomeys fees and disbursements) from any patent, trademark or copyright infringement claim resulting from compliance with these specifications and designs. Seller will not be responsible for the accuracy or suitability of these specifications and designs or the performance of any products built in conformance with them.
5. Entire Agreement; Amendment; Waiver
Seller’s quotation, invoice, these Terms and Seller’s order acknowledgement constitute the entire agreement between the Parties with respect to the sale of Seller’s products to Buyer, superseding all prior representations, agreements or understandings, written or oral, between the Parties with respect to such sale. These Terms cannot be amended orally or by any course of conduct by either Party, but may only be amended by a written agreement executed by the Parties. The failure by Seller to (a) enforce any provision hereof will not be construed as a waiver of such provision or of Seller’s right to enforce such provision and (b) object to provisions contained in any purchase order or other communication from Buyer will not be construed as a waiver of these Terms nor an acceptance of any such Buyer provisions.
6. Successors and Assigns; Assignment
These Terms will be binding upon the Parties and their respective successors and assigns; provided, however, that Buyer shall not assign any of its rights or duties hereunder without Seller’s prior written consent, which consent may be withheld.
7. Product Design
Seller reserves the right to make changes and improvements in the design and specifications of its Products without notice or obligation to Customer.
8. Assignment
No right accruing to the Customer by virtue of the manufacturer/purchaser relationship between Seller and the Customer nor any duty of Seller resulting from that relationship will be assignable without Seller’s prior written consent.
9. Severability
Invalidity of any provision of Seller’s Terms will not affect the validity of any other provision hereof and any invalid provision will be severed from the valid provisions.
10. Non-Waiver
No failure by Seller to exercise any right accruing to it by virtue of the manufacturer/purchaser relationship or under any contract of sales entered into with the Customer will operate as a waiver thereof or preclude the exercise of any other right or privilege by Seller.
11. Limitations of Actions
Any action for a breach of contract arising out of Seller’s acceptance of Customer’s order or arising out of Customer’s acceptance of Product supplied must be commenced within one year after the cause of action has accrued. If the Customer fails to fulfill their terms of payment of any invoice or if the financial or business condition or responsibility of the Customer will become impaired or unsatisfactory to the Seller, Seller may, without liability to Customer or prejudice to any other legal or equitable remedy, suspend performance until past due payments are made and satisfactory assurance of payment is received.
12. Operating Directions
Customer will comply with and require its agents and employees to comply with all directions, safety notices, warnings, and other instructions furnished by Seller, and will use and require its agents and employees to use reasonable care in the use of the Products. SELLER WILL HAVE NO OBLIGATION OR LIABILITY FOR ANY FAILURE OF CUSTOMER, CUSTOMER’S EMPLOYEES, AGENTS, OR ANY THIRD PARTY TO OBSERVE THE PROVISIONS OF THIS SECTION, OR FOR ANY INJURY OR DAMAGE CAUSED, IN WHOLE OR IN PART, BY CUSTOMER’S FAILURE TO COMPLY WITH APPLICABLE FEDERAL, STATE, OR LOCAL SAFETY REQUIREMENTS AND CUSTOMER WILL INDEMNIFY AND HOLD SELLER HARMLESS FOR ANY CLAIMS, LIABILITIES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH INJURY OR DAMAGE OR CLAIM THEREOF.
13. Product Return Policy
Authorization
Any return must be authorized by Optim prior to returning a product by requesting a Return Material Authorization (RMA). The customer must call to request an RMA within seven (7) days of receipt of product. Product must then be returned within fourteen (14) days of receipt. Authorizations are valid for fourteen (14) days. Unauthorized returns may be returned to customer at customer’s expense or subject to additional charges without credit being issued to customer. Optim will not accept any returned medical devices. This policy applies to all customers unless superseded by a separate written agreement that includes specific return goods terms and conditions.
Obtaining a Return Material Authorization (RMA)
- Telephone Optim LLC at 1-800-225-7486 or 1-508-347-5100.
- Provide a detailed description as to why the product is being returned.
- If Customer Service deems the product returnable, an RMA number will be issued.
- The product should then be returned to the address below. Include a copy of the RMA inside the package.
- Have the RMA visible on the package.
Returning Goods to Optim LLC
The product must be returned in the original carrying case with all related accessories. Ship the product in the carrying case and within a corrugated box to prevent damage during shipment.
Ship to:
Optim LLC
64 Technology Park Road
Sturbridge, MA 01566-1253 USA
Attention: Customer Service/RMA#
The product must be returned in the original carrying case with all related accessories. Ship the product in the carrying case and within a corrugated box to prevent damage during shipment.
Approval for Return Policy
Defective products are returnable with prior authorization (RMA). Any product warranty will be considered voided for a number of reasons, including:
- The warranty period has expired.
- The defect found or the product is not covered under the warranty.
- The product failure is due to misuse or lack of proper maintenance.
- Significant alterations have been made to the product.
- Unauthorized parts have been used to repair or modify the product.
Issuance of an RMA number does not guarantee credit. Credit issuance is dependent on confirmed receipt/review of returned products and is subject to the other terms of this policy.
Damages or Shortages
In an effort to minimize any delay in resolving a damage or shortage claim, customer is required to insure delivery is complete and includes all items that were ordered prior to customer’s acceptance of delivery from the carrier. All damages or shortages must be noted on the carrier’s freight bill or bill of lading and be countersigned by the customer. The damaged products must remain in the original carton, in the event inspection is required by the transportation company. Customer must notify Optim of any damages in transit or product shortages within two (2) business days of receipt, or Optim shall have no obligation to process credit or arrange for product replacement. Contact Optim Customer Service at 1-800-225-7486 to report damages or shortages.
Products Shipped in Error
Customer must notify Optim of any shipping errors or disputes within two (2) business days of receipt. Products shipped in error by Optim are freely returnable for full credit, provided that such returns are made within fourteen (14) days of receipt.
Restocking Fee
All returns are subject to a Restocking Fee of 15%/$25 minimum + Freight, unless the item(s) was shipped in error.
