PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING BUYER’S RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO BUYER.
These STCs apply to the exclusion of all other terms, even if Gnomedica, despite being aware of the Buyer’s terms and conditions, accepts orders without reservation, provides Products or directly or indirectly refers to correspondence, etc., which contains the terms and conditions of Buyer or a third party. Gnomedica shall not recognize conflicting, varying or additional terms and conditions of the Buyer unless expressly agree to in writing by Gnomedica.
1. Order Acceptance and Cancellation
Buyer’s receipt of an electronic or other form of order confirmation does not signify Gnomedica’s acceptance of Buyer’s order, nor does it constitute confirmation of Gnomedica’s offer to sell. Gnomedica reserves the right at any time after receipt of Buyer’s order to accept, decline, or limit Buyer’s order for any reason, whether or not Buyer’s credit card has been charged. If Buyer’s credit card has been charged and Buyer’s order is canceled, Buyer will receive a refund credit to Buyer’s account. Gnomedica reserves the right at any time after receipt of Buyer’s order, without prior notice to Buyer, or to supply less than the quantity Buyer ordered of any item.
Once an order has been placed, the buyer may cancel the order only before the product has shipped. Once an order has shipped, returns are not accepted due to the consumable nature of the goods. Gnomedica may provide refunds for shipped goods at its sole discretion.
Gnomedica makes reasonable efforts to maintain the availability of Gnomedica’s site. However, should Gnomedica experience technical difficulties, it shall not be responsible for orders that are not processed or accepted.
2. Payment Terms
Terms of payment are within Gnomedica’s sole discretion and, unless otherwise agreed by Gnomedica in writing, payment must be received by Gnomedica prior to Gnomedica’s acceptance of an order.
Gnomedica accepts credit and debit cards for purchase made through Gnomedica’s website. Buyer represents and warrants that (a) the credit card information Buyer provides to Gnomedica is true, correct and complete, (b) charges incurred by Buyer will be honored by Buyer’s credit card company, and (c) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes, if any.
All payments must be in United States dollars. Current billing address and phone information must be included with every order. Buyer agrees to pay interest on all past-due sums at the highest rate allowable by law. Gnomedica retains a security interest in the products and all proceeds thereof until the full purchase price therefore (including taxes and additional charges) have been paid.
Charges for shipping and handling will be made in accordance with Gnomedica’s then current shipping policies, as described herein.
3. Changes in Products and Pricing
Gnomedica is constantly updating and revising Gnomedica’s offerings of Products, and may discontinue Products at any time without notice. To the extent that Gnomedica provides information on availability of products or services, Buyer should not rely on such information, and Gnomedica will not be liable for any lack of availability of products or services that Buyer may order through Gnomedica’s site.
All pricing for the Products available on Gnomedica’s site are subject to change. For all of Gnomedica’s prices and products, we reserve the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances.
4. Risk of Loss and Passage of Title
- Where Shipping Origin and Destination of Goods are within the United States:
The goods shall be sold FOB Shipping Point.
Unless arranged otherwise, Gnomedica will arrange and pay for shipment to the destination specified by the buyer. Gnomedica may insure the shipment at the buyer’s request for an additional charge.
Title to the goods and risk of loss shall transfer to the buyer once the product is in possession of the carrier.
- Where Shipping Origin or Destination of Goods are not within the United States:
FCA, CPT and CIP Shall have the meaning ascribed thereto in Incoterms® 2020 except as expressly modified in the STCs. In case of conflict or inconsistency between Incoterms and these STCs, the express terms of the STCs shall prevail.
Unless designated otherwise, goods are sold CPT (Incoterms® 2020) . Risk of loss and title shall transfer once the goods are past the export customs of the origin country.
5. Advertising Disclaimer and Trademarks
The descriptions of Products that are posted on Gnomedica’s site are the representations of Gnomedica’s suppliers. Gnomedica is not responsible for the accuracy of such descriptions, nor is Gnomedica responsible for typographical, pricing, product information, advertising or shipping errors.
In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from Gnomedica’s suppliers, Gnomedica shall have the right to refuse or cancel any orders placed for products or services listed at the incorrect price. Gnomedica shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and Buyer’s credit card charged. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is canceled, Gnomedica will immediately issue a credit to Buyer’s credit card account in the amount of the charge.
6. Disclaimer and Limitation of Liability
Gnomedica’s responsibility for defects relating to the Products is limited as set forth below.
ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANT OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GNOMEDICA MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET BUYER’S REQUIREMENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS OR SERVICES WILL MEET BUYER’S EXPECTATIONS.
GNOMEDICA DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS THAT ARE NOT AVAILABLE FOR USE. IN NO EVENT SHALL GNOMEDICA, LLC OR ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, MEMBERS MANAGERS, SHAREHOLDERS, EMPLOYEES, OR OFFICERS (COLLECTIVELY, GNOMEDICA’S “AFFILIATES”) HAVE ANY OBLIGATIONS OR LIABILITIES TO BUYER OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS OR USE, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF GNOMEDICA OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OR IN CONNECTION WITH THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE PRODUCTS AVAILABLE THROUGH THIS SITE. NO EMPLOYEE OR REPRESENTATIVE OF GNOMEDICA, LLC IS AUTHORIZED TO MODIFY THIS LIMITATION.
GNOMEDICA’S SOLE AND ENTIRE MAXIMUM LIABILITY (AND THE LIABILITY OF ANY OF THE PROVIDERS OF PRODUCTS SOLD BY GNOMEDICA), FOR ANY REASON, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY BUYER FOR THE PRODUCTS BUYER HAS ORDERED THROUGH GNOMEDICA’S SITE.
7. Inspection upon delivery
Buyer is responsible for inspecting the Products upon arrival. If Buyer’s order arrives in a damaged condition, save the merchandise AND the original box and packing it arrived in, and notify Gnomedica immediately. FAILURE TO NOTIFY GNOMEDICA OF ANY DEFECTS OR DAMAGE TO THE PRODUCTS WITHIN 10 DAYS OF RECEIPT SHALL CONSTITUTE COMPLETE ACCEPTANCE OF THE PRODUCTS AND A WAIVER IN FULL BY BUYER REGARDING ANY DAMAGE OR WARRANTY CLAIMS REGARDING THE PRODUCTS.
8. Privacy and Customer Information
10. Force Majeure
In addition to any defense provided by applicable law, Gnomedica shall be excused from liability for non-delivery ,delay in delivery, or failure of Products or any loss or damage arising from any event beyond Gnomedica’s reasonable control, whether or not foreseeable by either party, including but not limited to, (i) any foreign or domestic governmental embargoes, seizures, acts of God, pandemics or global illness or viruses, insurrections, war ,acts of terrorism, or the adoption or enactment of any law, ordinance, regulation, ruling or order; (ii) shortages of raw materials or labor; (iii) the lack of usual means of transportation, fires, floods, explosions, strikes or other work actions, or any other accidents, contingencies, or events, at Gnomedica’s or its supplier’s plant or elsewhere (whether or not beyond Gnomedica’s control) which directly or indirectly interfere with, or render substantially more burdensome, Gnomedica’s production, delivery, or performance; (iv) delays by Buyer’s in inspecting and acceptance, in furnishing requested specifications, materials, tooling or information, in making payments, or otherwise; (v) failure of Gnomedica’s suppliers to perform; (vi) seizure of goods in transit by government authorities including, without limitation, the Federal Emergency Management Agency, the Federal Bureau of Investigations, the Department of Justice, and the Department of Health and Human Services for he purposed of emergency reallocation or based on allegation of accusation of hoarding, price gouging, or any other emergency-time artificial price manipulation or inventory or goods acquisition claim.
11. Entire Agreement
These STCs constitute the entire agreement and understanding between Gnomedica concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto.
12. Governing Law and Statute of Limitations
These STCs shall be governed by and construed in accordance with the laws of the state of Texas, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Any cause of action brought by Buyer against Gnomedica or its Affiliates must be instituted with one (1) year after the cause of action arises or be deemed forever waived and barred.
Buyer shall not assign all or part of its rights and obligations under the STCs without the written consent of Gnomedica
14. Amendments and Waiver
Any amendment or waiver of any provision of the STCs shall not be effective unless it is made by the express written agreement of Gnomedica. Any waiver of any breach of any provision of the STCs by Gnomedica shall not be considered to be a waiver of any subsequent or continuing breach of that provision unless expressly agreed otherwise by the Gnomedica in writing. No waiver by Gnomedica of any breach of any provision of the STCs shall release, discharge or prejudice the right Gnomedica to require strict performance by Buyer of any other of the provisions of the STCs. Failure by Gnomedica to take action against the Buyer in case of any breach of any provision of the STCs shall not be considered to be a waiver by Gnomedica of their right to take action for any subsequent breach of that or any other provision of the STCs.
The invalidity, illegality or unenforceability of any one or more of the provisions of the STCs shall in no way affect or impair the validity and enforceability of the other provisions of the STCs.
All clauses, articles and section headings used in the STCs are for convenience only and shall not affect the construction or interpretation of any of the terms and/or conditions of the STCs.