1. Definitions
- “Seller” means Shiphrah Biomedical Inc., the medical products supplier, a company duly authorized to sell Class I medical devices in Canada.
- “Buyer” means the hospital, healthcare institution, or its purchasing authority.
- “Products” means the Class I medical devices supplied by Seller under this Agreement.
- “Agreement” means the purchase order, invoice, or contract referencing these Terms and Conditions.
2. Orders and Acceptance
- All purchase orders are subject to written acceptance by Seller.
- Buyer’s purchase order constitutes acceptance of these Terms, which shall prevail over any conflicting terms in Buyer’s order documents, unless expressly agreed in writing.
- No cancellation, variation, or modification shall be binding unless agreed in writing by both parties.
3. Prices and Payment
- Prices are as stated in Seller’s written quotation or order confirmation and are in Canadian dollars, exclusive of applicable sales taxes (GST/HST, PST) and shipping charges, unless otherwise stated.
- Payment is due within 30 days of invoice date unless otherwise agreed in writing.
- Late payments may accrue interest at 1.5% per month (18% per annum) on the outstanding balance.
4. Delivery and Risk of Loss
- Delivery terms are F.O.B. Buyer’s designated facility in Canada unless otherwise agreed.
- Title and risk of loss pass to Buyer upon delivery to Buyer’s facility.
- Seller shall make reasonable efforts to meet delivery schedules but shall not be liable for delays caused by events beyond its reasonable control.
5. Inspection and Acceptance
- Buyer shall inspect the Products promptly upon delivery.
- Any claim for shortages, visible damage, or defects must be made in writing within 10 business days of delivery.
- Failure to notify Seller within this period constitutes acceptance of the Products.
6. Returns
- Products may not be returned without Seller’s prior written consent and an issued Return Material Authorization (RMA).
- Returned Products must be in original packaging, unopened, and unused, unless being returned due to a confirmed defect.
- Sterile or patient-contacting Products cannot be returned except in cases of confirmed defect or regulatory recall.
7. Warranties
- Seller warrants that Products conform to applicable specifications and are free from defects in materials and workmanship for 12 months from delivery.
- Seller represents that Products are classified as Class I medical devices under the Food and Drugs Act and Medical Devices Regulations and are manufactured and supplied in compliance with applicable Canadian laws.
- This warranty does not extend to misuse, mishandling, improper storage, or use contrary to labeling and instructions for use.
- Except as expressly provided, Seller disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose.
8. Regulatory Compliance
- Buyer agrees to use, store, and dispose of the Products in compliance with all applicable laws, standards, and institutional policies.
- Seller shall notify Buyer promptly of any recalls, advisories, or safety communications issued under the Medical Devices Regulations.
- Buyer shall cooperate with Seller in the event of a regulatory inspection, post-market surveillance inquiry, or recall affecting the Products.
9. Limitation of Liability
- Seller’s liability for any claim arising from this Agreement is limited to replacement of the Products or refund of the purchase price, at Seller’s option.
- Seller shall not be liable for indirect, incidental, or consequential damages, including lost profits, delays, or business interruption.
10. Indemnification
- Buyer agrees to indemnify and hold harmless Seller from any claims, damages, or liabilities arising from misuse, modification, or improper handling of the Products by Buyer or its personnel.
11. Force Majeure
- Neither party shall be liable for delay or failure in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, strikes, transport disruptions, or government actions.
12. Governing Law and Jurisdiction
- This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
- Any disputes shall be subject to the exclusive jurisdiction of the courts of that province.
13. Entire Agreement
- These Terms, together with Seller’s quotation, order confirmation, and invoice, constitute the entire agreement between the parties and supersede any prior agreements, negotiations, or communications.