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1. These general conditions apply to all business transactions between a buyer and Elixir Surgical, even if no further reference is made to them in later transactions. Any agreements to the contrary must be made in writing. Elixir Surgical’s general conditions of sale apply even if the buyer refers to contrary conditions in his own order or confirmation of order unless Elixir Surgical’s agreement thereto has been given in writing by an authorized representative of Elixir Surgical.

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2. Elixir Surgical’s OFFERS are made in good faith but are understood to be without obligation and subject to possibilities of manufacturing and shipments and to the right of prior sale.

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3. ORDERS placed with Elixir Surgical are in no way binding until confirmed by Elixir Surgical in writing.

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4. The PRICES in Elixir Surgical’s price list and offers are unless otherwise specified for delivery EX-WORKS (EXW), (Incoterms 2010) and are subject to change without notice.

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5. SHIPPING DATES given by Elixir Surgical shall in every case be understood as best estimates. Every effort will be made to respect these dates but Elixir Surgical has no obligations whatsoever for the consequences of any delay in shipment, whether the delay results from a cause of force majeure or from any other cause beyond the reasonable control of Elixir Surgical. For Instrument and parts orders, partial shipments shall be accepted in all cases. In case such partial shipments are requested by the buyer, buyer will have to be pay freight costs for each such separate shipments. Any failure or presumed failure on Elixir Surgical’s part to adhere to dispatch dates shall not entitle the buyer to cancel an order or to withhold payment due.

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6. TERMS OF PAYMENT are according to the invoice and specific to buyer and/or market, and may be as follows

– upon receipt of invoice, or
– by means of confirmed, irrevocable Letter of Credit, made through banks accepted by Elixir Surgical and with all associated charges and fees paid by the buyer, or
– prepayment, or
– 30 days net from date of invoice, or
– other agreements, if these have been confirmed in writing by an authorized representative of Elixir Surgical

 

Elixir Surgical reserves the right to request prepayment, whether in whole or partially, at any point in time, regardless of prior agreements. However, Elixir Surgical will make commercially reasonable efforts to restrict prepayment terms to new buyers or buyers who show repeated and/or substantial delay in making good on payments to Elixir Surgical.

 

All payments must be made free of charges and should cover the oldest invoices. If payment has not been made by the date on which payment is due, Elixir Surgical reserves the right to charge the buyer interest at the rate of 1,5 % per month or the maximum interest allowed under local law, whichever is less. The buyer is not entitled to withhold or to offset payments due against counter claims.

Any disputes or claims regarding invoices from Elixir Surgical should be made in writing and be received by

Elixir Surgical no later than five (5) days from date of invoice.

 

If in the course of a contract the financial position of a buyer should deteriorate or if Elixir Surgical should receive unfavorable information as to the buyer’s standing or in case of invoices have not been settled as agreed upon, a buyer agrees that Elixir Surgical shall have the right to claim immediate payment for all shipments already effected.

 

7. RESERVATIONS OF OWNERSHIP
All products supplied by Elixir Surgical remains Elixir Surgical’s sole property until the buyer has settled all outstanding claims against him.

 

8. ALL SALES LITERATURE, including but not limited to catalogues, price lists, leaflets etc., remain the sole property of Elixir Surgical and is considered confidential information. Such sales literature shall not be copied or passed on to any third party without Elixir Surgical’s prior written consent. Elixir Surgical reserves the right to reclaim such material at any time. Any unauthorized disclosure or use of any portion of Elixir Surgical’s sales literature shall cause irreparable injury to Elixir Surgical, and a buyer understands – and agrees that no adequate or complete remedy shall be available to Elixir Surgical to compensate for such injury. Accordingly, a buyer hereby acknowledges that Elixir Surgical shall be entitled to injunctive relief in the event of such unauthorized disclosure or use by the buyer in addition to whatever remedies Elixir Surgical might have at law. All illustrations, measurements etc. given in Elixir Surgical’s sales literature are without obligation and subject to modifications relating to the progress of modern surgery.

 

9. PRODUCT SPECIFICATIONS
Elixir Surgical reserves the right to amend product specifications at any time and to refuse any orders for products withdrawn from its product range, whether notice of such withdrawal has been provided.

 

10. LOSS or DAMAGE in TRANSIT
All claims directed to Elixir Surgical for damage to or partial loss of products in transit must be submitted in writing to Elixir Surgical within five (5) days after the receipt of the goods or advice notice, or within ten (10) days of receipt of invoice, whichever is earlier. Failure to provide notification as set out above shall be deemed as the buyer’s consent that the products were delivered in accordance with the contract and in good and saleable condition. Please note that the carrier may have other timelines for notification of loss or damage during transit.

 

11. COMPLAINTS must be reported to Elixir Surgical in writing for its consideration and review within thirty (30) days of the date of the invoice. Elixir Surgical shall in no event be liable for any contingent, consequential, special or indirect damages over and above the warranty commitments, which we may have assumed and expressed in writing in any specific case.

 

12. RETURNED PRODUCTS POLICY
Returned products will be accepted only with prior written authorization from Elixir Surgical using Elixir Surgical’s form for Return Goods Authorization (RGA). Items must be returned freight prepaid. Items to be returned must be in original packaging, have original labels and be in unused condition. Products returned, other than for Elixir Surgical’s confirmed erroneous shipment or for products which do not conform to the then-current product specifications, will only be accepted by Elixir Surgical with a minimum restocking charge of twenty percent (20 %) of the invoice value. Products held over six (6) months from the date of receipt or products which are abused, discounted, altered, made to special order or delivered in sterile packaging may not be returned.

Any return shipments not complying with the above will be rejected at the point of delivery – be it the port of entry or other store facilities outside our premises – and sent back to the buyer at his expense.

 

13. LEGAL JURISDICTION
This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of England for determining any dispute, claim or difference concerning this Agreement or any matter arising therefrom.

 

 

ELIXIR SURGICAL Standard Warranty Provisions

 

Warranty terms

 

Surgical instruments
Elixir Surgical warrants to the purchaser that its surgical hand instruments shall be free from defects in material and workmanship for a period of ten (10) years after the date of Elixir Surgical’s invoice. Elixir Surgical will repair or replace a damaged instrument free of charge if the damage is found to have been caused by a defect in material or workmanship. The warranty does not include normal wear and tear. The warranty is subject to the conditions that the instrument is used for the purpose intended, is cared for and stored according to our printed instructions and that any claims are made in writing within 30 days of the date the damage occurred.

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General standard warranty provisions

Elixir Surgical´s obligation under this warranty is expressly limited to supplying replacement parts and or service for, or replacing, at its option, any product, which in the sole discretion of Elixir Surgical AB is found to be defective with respect to workmanship or materials.

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THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ELIXIR SURGICAL AB´S OBLIGATION UNDER THESE WARRANTIES SHALL NOT INCLUDE ANY LIABILITY FOR LOSS OF PROFITS, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

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Upon request by Elixir Surgical, products or parts, for which a warranty claim has been documented and approved in writing by Elixir Surgical, shall be returned freight prepaid to Elixir Surgical manufacturing site or any of its affiliated companies.

 

Elixir Surgical’s obligations under this warranty are voided for any use or maintenance of the products which is inconsistent with the products’ manuals, intended use, specifications, warnings or precautions  and neither does Elixir Surgical make any warranty and will have no obligation for consumable parts or supplies or damage to the products caused by or resulting from abuse, misuse, neglect or any unauthorized repairs, maintenance or alterations of the products, including but not limited to subsequent installation of accessories after the date of installation, which in Elixir Surgical’s sole discretion affects the product materially and adversely, or normal wear and tear deterioration.

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