Terms and Conditions of Sale
1. Agreement and Amendment
These Terms and Conditions of Sale (“Terms”) govern all offers, quotations, orders, and sales of products (“Products”) by Vessl Prosthetics Inc. (“Vessl”) to the purchaser (“Customer”). Any additional, inconsistent, or conflicting terms proposed by Customer (whether in Customer’s purchase order or otherwise) are expressly objected to and will not apply unless accepted in writing by an authorized representative of Vessl. No verbal agreements or representations shall be binding on Vessl. These Terms, together with any Purchase Summary or invoice issued by Vessl, constitute the entire agreement between the parties, and supersede all prior discussions, proposals, and agreements. Any amendment or waiver of these Terms must be made in writing and delivered by email to the other party’s authorized contact.
2. Prices, Currency, and Payment
All prices are stated in United States Dollars (USD) and are exclusive of taxes, duties, and other governmental charges, unless expressly otherwise stated. Accepted payment methods include wire transfer, credit card, or ACH. Customer must provide a valid credit card upon order and agree to keep a credit card on file with Vessl at all times in connection with the order. By placing an order, Customer authorizes Vessl to charge the full unpaid balance to the credit card on file upon shipment of the Products to the Customer.
If Customer elects to pay by wire transfer or ACH instead of by credit card, Customer must notify Vessl at the time of order, at which point Vessl will provide all required payment instructions; Vessl will not fulfill or ship the order until the payment has been received and the funds are confirmed cleared in Vessl’s account. Proof of payment (bank confirmation or remittance advice) must be delivered to Vessl prior to shipment. All bank and transfer fees are the responsibility of the Customer.
3. Taxes, Duties, and Delivery Terms
Shipments to Distributors (EXW).
All shipments of Products to Distributor shall be made Ex Works (EXW) (Incoterms® 2020) from Vessl’s designated facility. Distributor shall be solely responsible for all costs and arrangements relating to transportation, export clearance, freight, insurance, import clearance, duties, taxes, and any other charges arising after the Products are made available for pickup at Vessl’s facility. Title to and risk of loss for the Products shall transfer to Distributor upon making the Products available for pickup at such facility.
Shipments to Direct Customers
Customer shall be responsible for all costs associated with transportation, export clearance, freight, insurance, import clearance, duties, taxes, and delivery to the named destination. Notwithstanding the foregoing, Vessl may, in its sole discretion, use a flat shipping and handling fee, as specified in the applicable quotation, order confirmation, or invoice. Title to and risk of loss for the Products shall transfer to the Customer upon delivery at the designated destination.
Estimated lead times will be communicated upon order confirmation and may be adjusted by agreement with Vessl or its appointed distributor. If any Product is out of stock, the customer will be notified and shipment will occur once inventory becomes available.
4. Inspection, Returns, and Restocking
Customer shall inspect all deliveries for damage or shortage before signing the carrier’s delivery receipt. Any damage, loss, or shortage must be noted on the carrier’s document and reported to Vessl within five (5) business days. Non-conforming Products may be returned only with Vessl’s prior written authorization and an issued Return Merchandise Authorization (RMA) number. For warranty returns, the customer must contact Vessl’s Customer Service with the purchase date, fit date, invoice number, serial number, and reason for return; Vessl will provide a prepaid shipping label. Products that have been altered, customized, discontinued, or sold as clearance are not returnable. Restocking fees may apply. Non-warranty returns must be made within thirty (30) days of the original invoice date.
5. Limited Warranty
Vessl warrants that, for a period of twelve (12) months from delivery (the “Warranty Period”), the Kinn socket system will be free from defects in materials and workmanship under normal use. This warranty commences on the fit-date (delivery date to the patient). Replacement parts are warranted for 90 days. Cables will wear over time at different rates based on application. Vessl recommends cables be proactively replaced every 6 months. Replacement cable is available for purchase from all Vessl Distributors. Regular cable wear is not considered a warranty issue. The use of cables aside from Vessl’s cable voids the warranty. Customer’s sole remedy under this warranty is, at Vessl’s option, repair or replacement of defective parts, or issuance of a pro-rata refund or credit.
This warranty does not apply to damage or failure resulting from misuse, abuse, neglect, unauthorized modification or repair, improper installation or fitting, operation beyond design capacity, lack of recommended maintenance, force majeure events, or use of non-Vessl parts or accessories. Failure to follow the user instructions will invalidate the warranty. Failure to follow the weight recommendations or exposing the component to unreasonable loads such as heavy lifting or similar activities, which may otherwise have injured a human body part, will invalidate the terms of the warranty. Normal wear and tear, vandalism, theft, environmental hazards, or third-party hardware are expressly excluded.
THIS IS THE EXCLUSIVE REMEDY AND WARRANTY RELATING TO THE PRODUCTS. ANY AND ALL OTHER REMEDIES AND DAMAGES THAT MAY OTHERWISE BE APPLICABLE ARE EXCLUDED, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF RELATED, OR INCIDENT TO USE THE PRODUCTS, EVEN IF VESSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, UNLESS APPLICABLE LAW OTHERWISE PRECLUDES THIS EXCLUSION. THIS IS THE ONLY WARRANTY MADE BY VESSL ON ITS PRODUCTS, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREIN. ANY WARRANTIES THAT MAY OTHERWISE BE IMPLIED BY LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
This limited warranty gives Customer specific legal rights. The customer may also have other legal rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or warranties, as set forth below. The limitations or exclusions set forth herein may not apply to Customer. If it is determined by a court of competent jurisdiction that a certain provision of this limited warranty does not apply, such determination shall not affect any other provision of this limited warranty, and all other provisions shall remain in effect.
Products may be subject to Customer measurements and anatomical conditions at the time of measurement. Customers should consult with their healthcare providers immediately if they experience any adverse reaction following use of the Products. Patients should consult with their health care professionals with any questions as to how the Products apply to their specific medical conditions.
6. Limitation of Liability
To the maximum extent permitted by law, Vessl’s total liability for any claim arising out of or relating to the Products or these Terms shall not exceed the purchase price paid for the affected Products. In no event shall Vessl be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or personal injury, even if Vessl has been advised of the possibility of such damages.
7. Indemnification
Customer shall indemnify, defend, and hold Vessl and its officers, directors, employees, and affiliates harmless from all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of Customer’s misuse of the Products, breach of these Terms, negligence, or violation of applicable law.
8. Intellectual Property
All intellectual property rights in the Products, including patents, trademarks, designs, and copyrights, belong solely to Vessl.
9. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms if caused by events beyond its reasonable control, including acts of God, war, terrorism, strikes, epidemics, governmental restrictions, or delays in transportation. If such an event continues for more than sixty (60) days, either party may terminate the affected order upon written notice.
10. Governing Law and Dispute Resolution
The interpretation and enforcement of these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The Superior courts of London, Court of Province of Ontario, located in London, Ontario, shall have exclusive jurisdiction to resolve any dispute arising under or in connection with the interpretation and enforcement of these Terms.
11. Confidentiality
Each party shall keep confidential all non-public information obtained from the other party in connection with these Terms and shall use such information only to exercise its rights and perform its obligations hereunder.
12. Assignment
Customer may not assign or transfer this agreement or any rights hereunder without Vessl’s prior written consent. Vessl may assign these Terms in whole or in part to any affiliate or successor.
13. Severability
If any provision of these Terms is held invalid or unenforceable, the remainder shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that best reflects the parties’ original intent.
14. Notices
All notices under these Terms must be in writing and delivered by email or registered mail to the addresses set forth on Vessl’s invoice or the Customer’s Purchase Summary. Notices are deemed received on the date of delivery (email) or three (3) days after mailing, provided that the notice was properly addressed and sent using a method that provides proof of sending.
15. Survival
Provisions of these Terms that by their nature should survive termination or expiration (including payment obligations, warranty disclaimers, limitation of liability, indemnification, and governing law) shall survive any such termination or expiration.
Contact Information
Vessl Prosthetics Inc.
10-100 Collip Circle, London ON Canada, N6G 4X8
Tel: +1 519 476 6410
Email: support@vesslpro.com
Website: www.vesslpro.com
Please review these Terms carefully and direct any questions to your Vessl account representative before placing your order.