Quality In Flow Order Terms and Conditions
Sale of Products, Purchase Orders, Delivery
- These terms and condition shall govern sales by Quality In Flow Inc. ( “QinFlow”) of their products (“Products”) to any US-based customer (“Customer”), with respect to (a) Customer orders made via QinFlow’s website or otherwise completed with QinFlow without a purchase order, (b) Customer purchase orders issued pursuant to a quote duly issued by QinFlow, and (c) purchase orders issued by Customer to QinFlow and confirmed in writing by QinFlow – all except if and to the extent the Parties have entered into a different agreement in writing. QinFlow and Customer shall each be referred to herein as a “Party” and together as the “Parties”. If you are not US-based, please do not attempt to place orders via QinFlow’s website; please contact us at info@qinflow.com so we can assist you.
- For the avoidance of doubt, Customer’s terms and conditions for the purchase of goods, any terms stated on Customer’s purchase order, or any additional terms or inconsistent terms suggested by Customer do not apply and are expressly rejected, unless such specific terms are explicitly accepted in writing by an authorized representative of QinFlow.
- The price of the order shall be (a) as indicated on QinFlow’s website at the time of the order, (b) in QinFlow’s quote, or (c) as indicated in Customer’s purchase order to the extent confirmed by QinFlow, as applicable. Any applicable sales tax or VAT shall be added and borne by Customer in accordance with applicable law unless Customer provides QinFlow with the relevant documentation evidencing a tax exemption.
- If not otherwise agreed in writing, the cost of shipping shall be added to the price. For website orders, the cost indicated already includes shipping within the continental US.
- Unless otherwise agreed in writing, payment shall be made in full upon order.
- QinFlow shall confirm purchase orders within three business days and advise Customer of the expected shipping date. QinFlow shall make commercially reasonable efforts to ensure that Products are shipped no later than the date set forth in QinFlow’s confirmation. In the event that QinFlow will be unable to fulfill a particular purchase order in whole or in part it shall advise Customer of the same and shall not bear any liability as a result. QinFlow shall not be responsible for delays in delivery or damages caused by the shipping company.
- Under no circumstance will Customer be entitled to set off or deduct any amount owed or claimed to be owed to it by QinFlow, from or against any amount owed by the Customer to the QinFlow.
Warranty - QinFlow warrants that Products shall, at the time of delivery and for a period of twelve months thereafter, conform to the specifications contained in this Agreement and in QinFlow’s Product specifications, be free from material defects in materials, workmanship, and design, and be properly labeled and packaged in accordance with all applicable laws. The warranty will be void in the event Products are used in contravention of Customer’s duties as set forth below.
- QinFlow warrants that the Products delivered to Customer have been manufactured in accordance with all applicable statutes, ordinances and regulations, including applicable FDA regulations.
- QinFlow warrants that it has title to the Products it sells to Customer, that such Products will be free and clear of all liens, claims, or encumbrances, and that the Products shall not infringe, violate or constitute the misappropriation of a patent, copyright, trade secret, trademark or other intellectual property or proprietary rights of a third party.
- Repair or replacement by QinFlow of the non-conforming Product shall be Customer’s sole and exclusive remedy with respect to such warranties; without derogating from the above, in no event shall Customer be entitled to return the Product or demand a refund.
- THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES, ARISING BY OPERATION OF LAW OR OTHERWISE, AND NO OTHER WARRANTIES IN RELATION TO USE OR OPERATION OF THE PRODUCTS EXIST, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Training - Included in the price of the Products, QinFlow will provide Customer appropriate training on use of the Products by a QinFlow-approved trainer (in person or online) or by means of on-line training, at QinFlow’s discretion, as customarily provided to new customers. Customer may not use the Products prior to completing such training.
Customer representations and undertakings - Customer represents (a) that it is a US-based entity, and (b) that it is duly authorized under applicable law to order the Products, including given that the Products are classified under US law as “Rx only”.
- Customer shall use the Products provided by QinFlow solely in accordance with QinFlow’s labelling, Instructions for Use (IFU), and all applicable laws, and in accordance with and following training by an approved trainer for the Products.
- Customer shall not make any unauthorized modifications or alterations or repairs to any Products, nor shall it manufacture, decompile, disassemble or reverse-engineer them.
- Customer shall not use Products in combination with any other product, part, or accessory not in accordance with QinFlow’s written instructions.
IP Rights and Confidential Information - Customer acknowledges that QinFlow is and shall at all times be the sole and exclusive owner of all right, title and interest in and to any intellectual property, including but not limited to any copyright, patents, designs, domain names, trade names, trademarks and goodwill associated with QinFlow and/or the Products, whether existing now or created in the future, whether registered or unregistered.
- QinFlow warrants that neither QinFlow nor the Products collect HIPAA-protected patient information or other protected customer information.
Liability, Indemnification, Insurance - To the extent permissible under applicable law, under no circumstances shall QinFlow be liable for indirect, incidental, special or consequential damages, including but not limited to loss of anticipated profit or other benefit, even if it has been advised of the possibility of such damages.
- Each Party agrees to indemnify and hold harmless the other Party, including the other Party’s officers, agents, employees and affiliates, from any third party claims to the extent resulting from the negligent actions or legal liability of the indemnifying Party or its employees or agents. If either Party becomes involved in any claim, actual or threatened, in connection with a matter with respect to which the indemnification undertaking herein may be invoked, it shall promptly notify the other Party of such claim, and the indemnifying Party may elect to undertake the defense of such claim.
Neither Party may settle any claim in a manner that would entail a liability for the other Party without the other Party’s prior written consent. - Except in the case of any claim related to fraud, intentional misrepresentation or intentional misconduct, the indemnification undertakings as stated herein shall not exceed, with respect to financial or indirect damages, USD $3 million.
- Each Party agrees to maintain liability insurance in amounts reasonably appropriate to protect against its potential liability for its obligations hereunder.
Force Majeure - QinFlow shall be excused for any delay caused by an occurrence beyond its reasonable control and without its fault or negligence, such as acts of God or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, supply chain disruptions, and unusual delays of common carriers or subcontractors (“Force Majeure Events”). QinFlow shall notify Customer in writing as soon as it is reasonably possible after the commencement of any Force Majeure Event, setting forth the particulars in connection therewith, shall make all reasonable efforts to remedy and mitigate such occurrence with all reasonable dispatch, and shall promptly give written notice to the Customer of the cessation of such occurrence.
Governing Law and Jurisdiction - These terms and conditions, and the contractual relations between Quality In Flow Inc. and the Customer, shall be governed by and construed in accordance with the laws of Texas without giving effect to principles of conflicts of laws, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Collin County, TX.
Miscellaneous - These terms and conditions, together with (a) the relevant information on QinFlow’s website, or (b) the quote issued by QinFlow and the Customer purchase order pursuant thereto, or (c) the purchase order issued by Customer to QinFlow and confirmed by QinFlow (but subject to Section 2 above), as applicable, contain the entire agreement between the Parties with respect to the subject matter hereof. No amendments or modifications shall be effective unless made in writing and signed by authorized representatives of both Parties. For the avoidance of doubt, use of QinFlow’s website is also governed by the various website terms (available at the bottom of https://www.QinFlow.com/).
- In the event that a court of competent jurisdiction holds any provision of these terms and conditions to be invalid, such holding shall have no effect on the remaining provisions, which shall continue in full force and effect.
- Either Party’s failure to require the other Party to comply with any provision of these terms and conditions shall not be deemed a waiver of such provision or any other provision of these terms and conditions.
- Formal notices provided hereunder must be in writing and delivered by: (i) registered mail; or (ii) personal delivery; or (iii) email with confirmation of receipt; or (iv) delivery by a reputable overnight courier service. Notices will be deemed given on the day the notice is received. In the case of notice by email, the notice is deemed received at the local time of the receiving machine but subject to a confirmation of receipt.
QinFlow’s contact information for formal notices:
811 E. Plano Pkwy, STE 114, Plano, Texas 75074
Email: info@qinflow.com
