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when Medicreations LLC’s sales quotation (the “quote”), which this terms and conditions of sale agreement accompanies, are both signed by buyer and attached, then this purchase agreement (the “agreement”) shall be a full and complete binding contract for the purchase and sale of the products and/or services described in the quote (collectively, the “equipment”). This agreement consists of the quote, and the terms and conditions of sale herein. Any inconsistent terms and conditions on buyer’s order acknowledgment forms or documents will be nonbinding. By signing the quote and the agreement, buyer accepts this agreement and the sale of the equipment as described in the quote.
a. DEFINITIONS –
b. “Buyer” – the initial and trained /owner user/operator of the equipment.
c. “Equipment”- all Equipment including accessories, parts, and disposables sold under the quote.
d. “Quote” – sale order quotation signed by buyer which shall be governed by this agreement even if the quote does not reference this agreement.
e. “Seller”- Medicreations LLC (collectively, “Medicreations”)
f. “Service”- supervisory, technical and engineering, installation, repair, consulting, training or other services provided by seller under the quote.
The total purchase price of the equipment is as specified in the quote. The buyer is solely responsible for payment in full after the execution of this Agreement. The buyer understands that Medicreations LLC may ship the product upon receipt of this signed Agreement and the buyer agrees to accept delivery, further agreeing to make payment. The buyer hereby acknowledges that buyer has received, reviewed, understands and accepts the conditions of the sale in this agreement. This is an irrevocable agreement. You may not cancel or terminate this agreement, nor request a refund, nor seek to return the equipment once you have signed this agreement.
In the case when payment installments are granted, the payment program/installment terms are as specified in the quote and all future payments to Medicreations will be written out on post-marked checks for exact amount to Medicreations LLC for deposit. All prices are subject to change in the event of untimely payment by buyer. Accounts 30 days or more past due shall accrue interest of 18% per annum, or, if less, the maximum rate permitted by law. Advanced payments and deposits are nonrefundable. In the event buyer fails to make timely payment the warranty described in the agreement shall be void and have no effect. In addition, buyer shall reimburse Medicreations for all costs of collection including payments to agencies, as well as attorney fees and all litigation/court costs.
In the case payment instalments are granted, during the period of the instalment payment program and after seller delivers the equipment and buyer accepts the Equipment, the equipment shall remain under seller ownership until the payments/instalments are fully paid by buyer. To secure the purchase price buyer hereby grants Medicreations a purchase amount security interest in the equipment, and the proceeds of any sale thereof, buyer grants Medicreations a limited power of attorney coupled with an interest to execute financing statements or to take any other action on buyer’s behalf necessary or appropriate to effect the security interest granted herein. Buyer unconditionally agrees to execute such additional documents as may be necessary to protect Medicreations’ interests. Buyer will obtain and maintain at its sole expense from the time of delivery until payment by buyer of the full amount due hereunder, insurance for the products against loss, theft, damage or destruction for such products’ full replacement value with loss payable to seller or its assignee.
buyer shall pay all taxes, fees, duties, levies, or charges imposed by governmental authorities. Applicable sales taxes will be invoiced unless buyer supplies a valid tax-exempt certificate prior to delivery.
title and risk. For all purposes of this agreement title and risk of loss shall pass to buyer. Delivery shall be deemed completed upon Medicreations tender of the Equipment to a common carrier. In case of loss or damage in transit, buyer’s payments obligations will not be affected and Medicreations will act as buyer’s agent in making any necessary insurance claim. All delivery dates are approximate, and deliveries will be delivered in one shipment when possible. Medicreations reserves the right to make delivery in multiple shipments, as it deems necessary. All transport costs are not included in the purchase price, nor under the terms of the warranty and service terms/conditions agreement. Any shipment of a Medicreations device, whether for purchase delivery or for service purposes, will be paid by the buyer.
Buyer hereby acknowledges, accepts and agrees that all equipment is fully or partly designed, developed, manufactured, warehoused and/or assembled by Medicreations LLC subcontractors outside of the USA, as well as fully or partly in the USA.
Medicreations grants to buyer a limited non-transferable, royalty-free and non-sublicensable license to use the software embedded in the equipment, and any associated documentation provided hereunder by Medicreations to buyer is solely for buyer’s internal use in connection with the equipment purchased hereunder.
inspection/ returns – Partial shipment by Medicreations is not a basis for an immediate non-conformity claim, and at the date of equipment delivery buyer shall inspect the equipment, read the owner’s manual, safety manual, and any other accompanying documentation and will give written notice of an error or claim that the equipment does not conform to the quote. Purchase orders cannot be canceled after shipment and equipment may not be returned. No act by Medicreations, including receipt of returned equipment shall constitute Medicreations acceptance of the returned equipment.
Buyer acknowledges and agrees that the Equipment may be fully or partially assembled, manufactured, tested, packaged, or otherwise processed by Medicreations LLC or by subcontractors or contract manufacturers engaged by Medicreations, whether located in the United States or overseas. Buyer further acknowledges that Medicreations retains full responsibility for supplier qualification, oversight, and control of such activities under Medicreations’ Quality Management System (“QMS”). Medicreations ensures that all internal and subcontracted manufacturing, assembly, testing, and related processes are conducted in compliance with applicable U.S. Food and Drug Administration (“FDA”) requirements, ISO standards, and Medicreations’ implemented FDA-registered and ISO-certified QMS, as applicable to the Equipment.
Medicreations warrants its products (excluding consumables, disposables, components or accessories such as heads, handpieces, filters, which are subject to the warranty terms or service warranty program included herewith) to be free from defects in material and/or workmanship under normal use and service for a period of two (2) year period from the date of buyer receipt of the covered product(s), and subject to the terms and conditions set forth below (the “Warranty Terms and Conditions”).
a. Medicreations does not warrant its products against any defect except as set forth above. Medicreations is not responsible for, and it does not warrant against, any defect or damage caused by transportation, storage, improper installation, maintenance, internal or external hostile environment, misuse, abuse, negligence, accident, modification, tampering, the attachment of any unauthorized accessory, alteration to the products, or any other conditions whatsoever that do not constitute a defect in material and/or workmanship.
b. Medicreations’ sole responsibility under this warranty shall be, at its option, to either repair or replace any products that fail during the warranty period, provided that the claimant has promptly reported same to Medicreations in writing, and complies with the provisions of this warranty. Medicreations LLC warrants for a “period of cooperation” with extended limitations from purchase date the repair or replacement of defective products in accordance with the general terms and conditions of sale, signed and dated.
c. Transport costs are included under the warranty and service terms and conditions set forth herein for a period of 24 months. If a Medicreations device requires shipment to its designated facility for warranty repair and/or replacement, all shipping costs will be paid by Medicreations on a 3 Business Day carriage rate for the 2 year period of the warranty.
d. The limited warranty shall be further null and void, whether actively or passively, if:
i. Anyone other than Medicreations LLC or a person acting in the name of Medicreations, removes equipment, casing or makes or attempts to make modifications, repairs, attachments to the equipment or install or moves equipment.
ii. The equipment is not maintained or operated in accordance with Medicreations instructions or if an unauthorized third-party parts or fibers are used with the equipment without Medicreations’ consent.
iii. The equipment is resold or rented to or for use by any person other than the original buyer without Medicreations’ consent.
iv. The equipment is rented to any person other than the original buyer without Medicreations consent.
v. The equipment is sold or otherwise transferred to another party without either party arranging for the equipment to be inspected by the manufacturer of that equipment, within 15 days of purchasing the equipment. Either the seller (transferor) or the purchaser applying for the transfer of warranty (transferee) shall bear the cost of the inspection as determined by the agreement between transferor and transferee.
e. Medicreations permits a transfer of warranty under this agreement for a period of one year from transfer of the device and adheres to the terms laid out in the warranty provided the following conditions are met.
i. The device in question falls under this original agreement and fulfills all the requirements about device use and is not subject to any exclusions as outlined in this agreement.
ii. The time permitted under this warranty has not expired and there is no ongoing case related to the device included in the transfer.
iii. The products covered in this warranty are those in the General Terms and Service of the sale. This warranty will not cover any device that falls outside the devices covered under this warranty.
iv. The transferee accepting the device and warranty associated with device agrees to pay for Inspection and Certification of devices and agrees to all repairs to bring to device to warrantable standard that will not be charged if covered under the terms of the warranty. A one-off Inspection and Certification charge of $4000 per transferee will be charged provided all devices are to the same transferee. This fee will not cover devices that fall outside of this warranty and General Terms. Any required repairs may be charged at standard repair rates.
v. Any extension to the terms beyond those periods covered under this warranty will be agreed between Medicreations and the transferee and may incur a service fee for a new warranty agreement.
f. An initial response to a request under the warranty will be within 1 Business Days from the reported issue. Repairs or replacement will be dealt with promptly, however are contingent upon:
i. Availability of parts
ii. Receipt of device in question from the claimant in a timely manner
iii. Condition of device upon receipt
g. A loaner device may be provided if applicable and requested. Loaner devices are subject to availability where technical support cannot be provided within 3 days. Loaners will be made available for devices that cannot be addressed, fixed or received within 3 days. Claimants will be required to confirm receipt of loaner device. Notwithstanding damage in transit or by Medicreations personnel, loaner devices should be returned in the state they were received by the claimant. Any damage resulting from misuse, neglect, mishandling or other activities not deemed to be acceptable wear and tear many incur charges.
no representation or warranty will be implied from any description of or claims regarding the equipment or its effectiveness or the ability to achieve any particular clinical results, whether written or oral, as contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to buyer by any person including Medicreations personnel. The use of the equipment requires the expertise of sound professional judgment and the treatments results may be based on operator skill and experience, patient/client suitability, patient/client response to treatment and other factors beyond the control of Medicreations. Medicreations makes no representation or warranty of revenue or profits from the use of the equipment, and no such representation or warranty shall arise from projections, studies, illustrations, marketing or promotional material, or other statements related to the equipment made by buyer.
To the fullest extent permitted by applicable law, buyer will defend, indemnify and hold harmless seller, its subsidiaries, affiliates, partners their successors and assigns, directors, officers, employees, and agents, (collectively “seller indemnities”) from and against any and all losses damages, liabilities, demands, claims, judgments, charges, court costs and legal or other expenses including without limitation reasonable attorney fees (“liabilities”) which seller indemnities may sustain, incur, or become liable for in defending any suit, action, or any proceeding arising out of, related to, or in any way connected with buyer equipment purchase, sale, or use or operating of the equipment or services, including but limited to buyers misuse of the equipment or services, and as expressed herein.
The purchase and sale of the equipment to buyer shall in no way be deemed to confer upon buyer any interests in, or rights or license to any patents, patents applications, design, copyright, trademarks, service marks, trade names, or other intellectual property rights Medicreations may have covering the equipment. Medicreations hereby reserves all such rights, and buyer warrants that it will not and will not permit or assist in any way any other entity or person to divulge, disclose or distribute or make use of such intellectual property, and that it will not engage, permit or assist any other entity or person to modify, reverse engineer or manufacture any Medicreations equipment.
This agreement binds buyer regardless of any financing arrangements, subrogation or assumptions. Buyer may not assign its rights or delegate its obligations hereunder except with the prior consent of Medicreations (consent to which may be withheld at its sole discretion).
Federal (USA) law may restrict (and state law may restrict) equipment sales to those by or on the order of a physician, dentist, veterinarian or other practitioner licensed in the state in which the equipment is used or ordered (a “prescribing practitioner”). Buyer and buyer only is solely responsible for the use and the operation of the equipment in accordance with all applicable laws and regulations and medical and treatments guidelines and for ensuring that each operator of the equipment is adequately trained and qualified to use and operate the equipment safely and properly and to perform procedures in accordance with such law, regulations and guidelines. Medicreations makes no representation or warranties regarding federal, state or local laws or regulations, or medical or treatments guidelines that may apply to the use and operation of the equipment. The use of the equipment may involve certain risks of injury to patients/clients. Buyer and buyer only is solely responsible for ensuring that patients/clients are clearly informed of these risks. Improper use of the equipment may increase the risk of injury to the patients/clients. Buyer and buyer only is solely for contacting state and local licensing agencies regarding requirements applicable to the use and operation of the equipment. In a timely fashion, buyer is responsible for obtaining all necessary certifications, authorizations, permits, license, approvals and consents required in connection with the purchase and use of the equipment in the state in which buyer is located and in the state in which the equipment is used. Medicreations relies on buyer’s commitment to fulfil such obligations including any special certification that may be required by the FDA. Buyer is committed to purchasing a suitable comprehensive insurance Liability Policy covering the use of the equipment and for the protections as mentioned in chapter (10) in this agreement, Medicreations LLC. relies on buyer’s commitment to fulfil such obligations.
seller’s performance hereunder is subject to postponement or cancellation at seller’s sole determination for any cause beyond seller’s reasonable control, including without limitation: inability to obtain or transport safely any product or necessary material and components; strikes, labor disturbances, and other unavailability of workers; fire, flood, and other acts of God; war, domestic or international terrorism, riot, civil insurrection and other disturbances; production or engineering difficulties and governmental regulation, orders, directives and restrictions.
Any required notices will be provided in writing to buyer at the address or by email as set forth on the quote, and to seller by email at info@medicreations.com or by overnight carrier to Medicreations, 6370 Annie Oakley Dr. Las Vegas NV 89120, or to such addresses as either party may substitute by written notice to the other.
Buyer will not assign or transfer any of the rights, duties, or obligations herein without the prior written consent of seller, and any purported attempt to do so will be null and void.
A party’s failure to exercise any of its rights herein will not constitute or be deemed a waiver or forfeiture of such rights.
If any provision of this Agreement is, for any reason, held invalid or illegal in any respect, such invalidity or illegality will not affect the validity of this Agreement itself and the parties will promptly substitute for the affected provision, a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid provision.
to the extent permitted by law, in any action to enforce or interpret this agreement, the parties hereby knowingly voluntarily and intentionally wave any right to a trial by jury. This waver being a material inducement to entering into this agreement.
the United Nation Convention on Contracts for the International Sale of Goods will not apply to this agreement.
This agreement constitutes the entire agreement between Medicreations and buyer and supersedes all prior or contemporaneous promotional material, contracts, agreements, statements, promises, representations, warranties, purchase orders or quotations, whether written or oral. The signed sales quotation and these terms and conditions may not be amended or modified expect in writing by an authorized representative of Medicreations, with no other purported additions amendments, alterations or modifications by buyer or any other person whether written or oral shall be binding on Medicreations, regardless of Medicreations’ failure to object or Medicreations’ shipment of the equipment. In the event of conflict between these terms and conditions and any other part of this agreement, these terms and conditions shall govern.
This agreement shall be governed and construed according to the laws of the State of Nevada exclusive of conflicts of law provisions that would permit or require the application of the laws of a different jurisdiction. Buyer agrees that any action or enforcement of this agreement or any other dispute arising shall be filed exclusively in courts located in Clark County, Nevada, and buyer hereby consents and waives any objection to the jurisdiction and venue of such courts. Any action hereunder for breach of warranty or contract must be commenced not later than one year from the date on which such action accrues or be forever barred.
Medicreations or buyer may require that any claim or dispute arising out of or related to this agreement, including but not limited those based on or arising from any alleged injury related to the equipment (collectively the “Claims”), be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted by arbitrators sitting in Clark County, Nevada. If any party institutes any judicial proceeding relating to any claim, that action shall not be a waiver of the right of the other party to require submission of such claims to arbitration so long as the other party initiates arbitration within 30 days of commencement of such judicial proceeding.
If buyer signs using an electronic signature (i.e., DocuSign), this agreement will be considered binding.