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General Terms and Conditions of Sale

1. General Regulations, Validity

1.1. These present General Terms and Conditions of Sale ("T&C") apply to all sales and delivery of Products (Each a "Product" and collectively the "Products") by Aspivix Corporation, USA with its principal place of business in Rancho Cucamonga, California (the "Company") to buyers in the United States, including professional customers (e.g., licensed healthcare professionals, clinics, hospitals, distributors) (Each a "Customer" and collectively the "Customers") and non-professional customers (Each a "Consumer" and collectively the "Consumers").

1.2. These T&C apply exclusively in their version valid at the time of the order unless otherwise stipulated as a result of a written agreement duly signed between the Company and the Customer.

1.3. These T&C supersede all previous T&C that may have been provided to a Customer at a previous date. The Company reserves the right to adapt the T&C if necessary. Adaptations may occur, in particular, in case of respective invalidity or ineffectiveness of existing provisions or adaptations of laws or standards. The respectively current version of our T&C can be accessed via MyAspivix platform available at the following URL: "www.myaspivix.us" ("Website"). Any additions, crossing out, amendments, or deletions made to these T&C that are not approved by the Company are null and void.

1.4. Only these T&C are relevant for deliveries from the Company. Any deviating, contradicting or complementary General Terms and Conditions of the Customer will only become a part of the contract if and as far as the Company has expressively consented to their validity.

1.5. Any individual agreements with the Customer concluded in the individual case, including side agreements, amendments and/or modifications, prevail over these T&C in each case. A written contract or the Company's written confirmation is decisive for the content of such individual agreements.

1.6. Nothing in these T&C shall limit any rights you may have as a Consumer under applicable U.S. federal or state law. In the event of any conflict between these Terms and such laws, those laws will prevail solely for Consumer transactions.

2. Professional Use Requirement

2.1. The Product is a regulated medical device intended solely for use by qualified healthcare professionals. It is not for self-use by any Consumer.

2.2. If the Customer is a healthcare professional, the Customer must have successfully completed the Company's approved training before using the Product on any patient.

2.3. If the Customer is a Consumer, the Customer may purchase the Product only for the purpose of delivering it to a qualified healthcare professional for use. The Customer represents and warrants that they will not attempt to use the Product personally, will deliver it only to a qualified healthcare professional, and will not resell or transfer the Product to any third party other than such a professional. The Customer must ensure that the healthcare professional has successfully completed the Company's approved training before the Product is used.

2.4. Any use of the Product by a person who is not a qualified healthcare professional, or by a professional who has not completed the Company's approved training, is strictly prohibited, and voids any warranty or guarantee provided under these T&C.

2.5. The Company disclaims all liability for any injury, harm, or damages arising from use of the Product in violation of this Section. Any breach of this Section shall constitute a material breach of these T&C and entitle the Company to refuse future sales and seek all remedies available under law.

3. Ordering Terms and Fulfilment

3.1. Our offers are always nonbinding and without obligation.

3.2. All orders are subject to acceptance by the Company at its sole discretion. Orders that are intended for professional Customer may require the Customer to provide professional credentials or licenses before shipment. The Company reserves the right to verify the Customer's professional license, certification, or other qualifications before fulfilling any order, and may cancel an order if such verification cannot be obtained.

3.3. The Customer's purchase order is deemed a binding contract proposal ("Order").

3.4. Any order must indicate the Company's reference for the Products ordered, the quantity ordered at the prevailing rate, the delivery address and the invoicing address.

3.5. The Customer can only place an order for delivery sizes as specified by the Company in accordance with the packaging imposed by the Company.

3.6. To accept the order, a written confirmation (e.g. order confirmation) by the Company ("Order Confirmation") is necessary. With the acceptance of the order, a contract is established between the Company and the Customer ("Contract").

3.7. The written confirmation is decisive for the content of the Contract, even if it shows minor or customary deviations from the order. Such deviations are deemed accepted by the Customer if the Company does not receive a written objection of the Customer within five (5) days from his reception of the written confirmation. In case of congruence of the Order and the written confirmation, the Customer has no right to claim any objections.

4. Delivery, Deadlines, Delivery Delay

4.1. The delivery is made either by the direct handover of the Products to the Customer, or to the place indicated by the Customer on the order, through a carrier designated by the Company. Under no circumstances will the carrier be authorised to provide other services than the delivery of the order in the strict sense. Deliveries are made at the door of the Customer's delivery address.

4.2. The Customer agrees to pay the freight charges for the delivery, that the Company will invoice to the Customer as part of the sales order.

4.3. The delivery lead time proposed to the Customer by the Company is only given for information purposes, and depends on the Company's supply and transportation availabilities. If lead times are not met, this cannot result in damages, withholdings, or cancellation of the open orders.

4.4. The Company shall use commercially reasonable efforts to fill all orders, but reserves the right to perform partial deliveries with prior notice to Customer.

4.5. The Company is not liable for any loss resulting from its failure to supply Products to the Customer, whether or not the inability to supply is under the control of Company.

4.6. For Consumer transactions, if the Company fails to deliver the Product within thirty (30) days of the agreed delivery date and the Customer has not agreed to an extension, the Customer may cancel the order and receive a full refund.

5. Examination and Acceptance of the Product

5.1. Acceptance occurs when the Customer signs the delivery receipt.

5.2. The Customer is responsible for checking that the Products are in good condition at the time of delivery in terms of quality, quantities, references of the Products and compliance with the order. For professional Customer, claims for shortages, defects or non-conformity must be made in writing within five (5) business days of delivery. For Consumer, claims must be made within a reasonable period after discovery, in accordance with applicable state law.

5.3. The Customer shall check the Products delivered on arrival and, where applicable, make any reservation in the event of damage or missing items. It is the Customer's responsibility to assist in exercising any right of recourse against the carrier that the Company may have. In the absence of such reservations, the Products will be deemed accepted by the Customer.

5.4. The Customer undertakes not to delay acceptance of the Products.

6. Prices, Payment

6.1. Unless anything different has been agreed in writing in the individual case, the prices valid at the moment of the order according to the order confirmation sent to the Customer in writing apply.

6.2. Prices do not include any applicable federal, state, or local sales, use, excise, or similar taxes. Where applicable, such applicable taxes will be calculated, displayed at checkout for online orders and will be itemized on the invoice. Applicable sales tax are the responsibility of the Customer.

6.3. Sales tax will be collected where the Company has nexus under U.S. state law (economic or physical).

6.4. In the event the Customer is entitled to a sales tax exemption, the Customer shall notify the Company prior to payment and furnish a valid exemption certificate.

6.5. Payments must be made in US dollars. If the payment is not made upfront the amount is due and payable net within thirty (30) days from the invoice date.

7. Payment Methods Accepted by the Company

7.1 Payment by PayPal

When the Customer chooses to pay by PayPal, the Customer is redirected to the PayPal secure payment platform, to proceed with payment of the Product. The Customer undertakes to hold or create a PayPal account for payment purposes and to accept and abide by the terms and conditions of PayPal.

7.2 Payment by Credit Card

Payment may be made online by credit card, using the secure online electronic payment service indicated on the Website. By using the electronic payment system, the Customer unconditionally accepts the T&C. The following credit cards are accepted: Visa™, American Express, MasterCard™. Bank charges are entirely at the Customer's expense. This transaction is secured according to an encryption process and this in order to reinforce and optimize the protection of all personal data linked to this means of payment thanks to scrambling and encryption processes.

7.3 Payment by Stripe

Payment can be made online using Stripe. By using this payment method, the Customer agrees to accept and abide by the general terms and conditions of the Stripe payment service.

7.4 Common Provisions

The Company guarantees the Customer that it never has access to confidential information relating to the means of payment used by the Customer to pay for the Customer's Order. The Customer guarantees the Company that the Customer has the necessary authorizations to use the chosen method of payment and that the Customer has access to sufficient funds to cover all costs arising from the payment of the Order. In the event of cancellation or refusal of payment, the transaction will be automatically cancelled, and the Customer will be informed of this cancellation by a redirection to a payment failure page which informs the Customer of the cancellation or refusal of payment of the Order. Computerized registers, kept in the Company's computer systems under reasonable security conditions, will be considered as proof of all transactions and payments between the Customer and the Company.

8. Default of Payment, Payment Difficulties

8.1. Under applicable U.S. commercial law, if a Customer becomes insolvent, files for bankruptcy, or fails to make timely payments, the Company is entitled, according to the legal provisions, to exercise a right to refuse performance for all outstanding deliveries and/or terminate the Contract after written notice. This also applies if the Customer is in default with an essential part of the payment obligations towards the Company. Any further legal rights to claim damages instead of performance or compensation for expenses remain unaffected.

8.2. For Consumers, remedies for non-payment will be pursued in compliance with applicable consumer credit and debt collection laws.

9. Product Safety

9.1. The Company sells medical devices that have received market authorization, and makes all efforts to guarantee the best possible safety with respect to the Products.

9.2. Any Product sold by the Company must be used by Healthcare Professionals as intended and approved, and in a manner consistent with its related Instruction For Use (IFU) and training material (incl. video).

9.3. If the Customer detects a defect of the Product during the use, the Customer will stop any usage of the Product immediately after the detection of the defect and inform the Company immediately in writing, via email at complaint@aspivix.com.

9.4. The Customer undertakes to comply with, and to ensure compliance with, the storage requirements and directions for use that appear on the packaging and in the documentation accompanying the Products. If these requirements/directions should not be complied with, the Company would be entitled to take all measures to guarantee the quality level and the reputation of its Products, to cancel the open orders and, for subsequent orders, to refuse the Customer's orders. In all cases, the Company may not be held liable, for any reason whatsoever, each time that these directions for use have not been strictly complied with.

10. Intellectual Property

10.1. Aspivix is a trademark registered with the USPTO under the number 79313270.

10.2. The Company is the exclusive owner of the intellectual property rights to the Products and the Website, and in particular to all the texts, comments, works, illustrations, videos and images, whether visual or sound, reproduced on the Website, as well as its databases, of which it is the producer.

10.3. All these intellectual creations are protected by copyright, trademark law, patent law, sui generis database law and image rights, worldwide.

10.4. These creations are the full and complete property of the Company.

10.5. Only use for private purposes is authorized, subject to different or even more restrictive provisions of the US Copyright law.

10.6. Any other use constitutes an infringement and is punishable under the US Copyright law unless prior authorization has been obtained from the Company.

10.7. Any form of total or partial copying, aspiration and reproduction of the database produced and operated by the Company on the Website is strictly forbidden without its prior written consent.

10.8. The Website may contain hypertext links and/or hyperlinks to sites published and hosted by third-party servers, and in particular advertising banners, which are not managed by the Company and over which it has no control.

10.9. In this respect, the Company declines all responsibility for the legal consequences of accessing these sites from the Website.

10.10. Similarly, the Company cannot technically prevent any website from containing hypertext links and/or hyperlinks to the Website it publishes.

10.11. In this respect, the Company declines all responsibility for the legal consequences of access to its Website via other websites over which it has no control or effect.

10.12. The use of hypertext links and/or hyperlinks pointing to the Website is authorized by the Company strictly for the purpose of promoting the Website and the Products, provided that the integrity of the Website is preserved and that there is no risk of confusion between the Website and sites published by third parties.

10.13. With this in mind, the Company formally forbids any Customer to use the techniques known as "framing", "inline linking" and "deep-linking" involving the unauthorized slavish reproduction of the content of the Website and its integration on web pages published by third parties.

11. Warranty and Liability

11.1. The Company's guarantee of the Products is strictly limited and is restricted to the Products and their manufacture in conformance with good manufacturing practices and applicable laws. The Products are guaranteed in accordance with the particulars stated on the packaging relating to the period for using and keeping them.

11.2. The Customer's rights in case of defects of quality and title are subject to the legal provisions, as far as nothing else is provided for below.

11.3. The Company warrants the Products to be free from defects in material and workmanship under normal use when used prior to their expiration date. Unless otherwise specified in writing, this warranty extends until the expiration date of the Product.

11.4. Any deviations of the delivered from the purchased Product with respect to external appearance, weight and/or dimensions of the Product are negligible if and as far as these deviations (i) are customary or technically unavoidable if the norm provisions and laws are still fulfilled, (ii) represent a further technical development if the norm provisions and laws are still fulfilled, or (iii) are caused by a change of the legal provisions or other regulations. The Customer is free to prove that such deviations are significant for him. Insignificant deviations do not represent a defect.

11.5. If the delivered Product is defective, the Company must be notified in writing, via email at complaint@aspivix.com. Purchaser will be responsible for completing appropriate return process according to the directions provided in the email from the Company. The Company's only obligation under this warranty is the replacement of the defective Product and the Company will not be liable for any incidental or consequential damages as described in Section 12 hereinunder.

11.6. The expenses necessary for examination, in particular transport, labour and material costs, will be borne by the Company if a defect really exists. If, however, the Customer's demand for correction of a defect turns out to be unjustified, the Company can claim compensation by the Customer for the costs therefore incurred.

11.7. The Company's warranties do not apply to Products that have been subjected to alteration, misuse, damage or otherwise used in a manner that is inconsistent with the Product's IFU. In such cases, the Customer is not entitled to claim defect rights.

11.8. The Company shall not be liable for any injury, harm or damages arising from use of the Product by any person who is not a qualified healthcare professional or by a professional who has successfully completed the Company's approved training.

11.9. As far as nothing else can be inferred from these T&C including the subsequent provisions, the Company is liable according to the applicable legal provisions in case of a breach of contractual and non-contractual obligations.

11.10. The Company's liability is excluded when the Products are used in a manner that is inconsistent with the Product's IFU, and/or when warnings and/or safety precautions set out in the IFU are not followed.

11.11. The limitation of liability Section 12 does not apply as far as the Company has fraudulently concealed a defect or assumed a quality guarantee.

11.12. As far as our liability is excluded or limited, this also applies to the personal liability of the Company's employees, representatives and other agents.

12. Limitation of Liability

EXCEPT WITH RESPECT TO COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (EACH, AN "EXCLUDED CLAIM"), COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO AN EXCLUDED CLAIM, COMPANY TOTAL LIABILITY FOR CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE DOLLAR VALUE OF THE CONSIDERATION PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT.

13. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH ABOVE, COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY UNDERTAKES NO OBLIGATIONS EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

14. Return of Products

14.1 Eligible Returns
  • (a) Defective Products – Products deemed defective as defined in Section 11 may be returned, subject to the Company's prior written agreement.
  • (b) Damaged Shipments – Products damaged during delivery must be reported to the Company within five (5) business days of delivery and may be returned with the Company's prior written agreement.
  • (c) Incorrect Deliveries – Products delivered in error by the Company may be returned with the Company's prior written agreement.
  • (d) Other Returns – The Company will accept returns for a product credit (less original shipping and handling costs) if:
    • (i) the return request is communicated to the Company's customer service team at complaint@aspivix.com within five (5) business days of delivery;
    • (ii) the return is received at the location specified by the Company within twenty (20) days of delivery;
    • (iii) the Product is unopened, in its original condition and packaging, unmarked, and with an expiry date of more than thirty (30) days; and
    • (iv) the Customer pays a twenty percent (20%) restocking fee.
14.2 Return Authorization

In all cases, the Customer must obtain a Return Merchandise Authorization ("RMA") number from the Company's customer service team before returning any Product. No returns will be accepted without an RMA number. Upon issuing an RMA, the Company will provide return instructions, including packaging and approved carriers.

14.3 Shipping and Risk of Loss
  • (a) For returns of defective, damaged, or incorrectly delivered Products approved by the Company, the Company will bear the cost of and risk related to return shipping.
  • (b) For all other returns, the Customer is responsible for all shipping and handling charges and bears the risk of loss during return shipment. The Company recommends that Customers fully insure return shipments against loss or damage and use a carrier that provides proof of delivery.
14.4 Credit for Returns

Compliant returns will be credited to the Customer's account for future purchases from the Company. No exchange or credit will be issued if the Customer fails to comply with the requirements in this Article 14.

14.5 Purchase Satisfaction Guarantee

If the Product fails to function as intended despite being used in accordance with its Instructions for Use ("IFU"), the Customer may request a refund. Requests must be submitted in writing via the Website within thirty (30) days from the date of purchase, along with proof of purchase and a description of the issue. Upon approval, the refund will be credited to the Customer's MyAspivix account balance on the Website and can be applied toward future purchases.

  • a. For professional Customer, no cash refunds will be issued and the account balance is non-transferable.
  • b. For non-professional Customer, the Consumer, you may be entitled to a refund in accordance with applicable law.
14.6 Refund Restrictions

The Company reserves the right to refuse a refund if:

  • (a) the Product was not used in accordance with its IFU;
  • (b) the claim is fraudulent or abusive;
  • (c) the request is submitted outside the thirty (30)-day period; or
  • (d) the professional Customer failed to complete initial training or fails to complete additional training required by the Company, at the Company's sole discretion, as a condition for the refund or replacement to be processed.

15. Customer Service

For any request for information, clarification, or complaint, you can contact us to find a solution to your problem. Our customer service department can be reached via the contact form available on the Website. You can also contact us at the following address: complaint@aspivix.com.

16. Right of Withdrawal

In case of a breach of contract by the Customer, in particular in case of a failure to pay the due invoice, the Company is entitled to withdraw from the Contract according to the legal provisions and to claim a return of the Products on the basis of the retention of title and the withdrawal. If the Customer does not pay the due purchase price, the Company may exercise these rights only if the Company has already granted the Customer an appropriate grace period for payment without success or if such a grace period is not necessary according to the legal provisions.

17. Force Majeure

Company shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a case of natural catastrophe, labor dispute or strike, act of God or public enemy, war, municipal ordinance, state or federal law, governmental order or regulation, disease outbreak of an epidemic or pandemic nature (as declared by WHO or the applicable local health authority), or any other similar cause beyond either party's control or because of COVID-19 related restrictions, closures (including governmental-issued orders such as stay-at-home orders), illness, quarantine or any other reason related to the COVID-19 virus.

18. Place of Jurisdiction, Applicable Law

18.1. These T&C and the operations arising therefrom are governed by Californian law.

18.2. Any dispute or claim arising out of or relating to these T&C shall be brought exclusively in the state or federal courts located or having jurisdiction in San Bernardino County, California, and the Customer irrevocably submits to the jurisdiction of such courts and agrees to waive any objection that such courts are an inconvenient forum for the resolution of such action.

18.3. For Consumers, mandatory provisions of the law of the Customer’s state of residence may apply, and nothing in this Section shall prevent a Consumer from bringing a claim in their home state where required by law.

18.4. The Company is also entitled, however, to file a suit at the general place of jurisdiction of a Customer.