Vivos Inc. Terms and Conditions
- These Terms and Conditions (“Terms”) shall apply to any and all product, services, sales, and support that Vivos Inc. or Vivos Inc., or its subsidiaries or affiliated entities, offers to Customers in the United States and territories and possessions (including the District of Columbia and Puerto Rico) who purchase, or have purchased, products (“Products”) or services (“Services”) from Vivos Inc., unless otherwise explicitly agreed in writing
TERMS OF SALE
- Except as specifically agreed otherwise in writing, Vivos Inc. only sells Products and Services to commercial end users for use by persons trained and experienced with such Products and Services. Resale or distribution by third parties or use of Vivos Inc. products that do not comply with these Terms and Conditions voids the warranty and could result in legal action.
- The terms of the contract shall commence and be effective from the date on which the contract is duly signed by the customer.
- Quoted and online order prices do not include, and Customer acknowledges and agrees that it shall be responsible for any other amount, including without limitation, fees for export, customs duties, tariffs, special packaging, transportation, insurance and all federal, state and local charges, sales, use, gross receipts, excise, valued-added, services, or any similar transaction or consumption taxes (“Taxes”). Any such amount including Taxes, fees or charges imposed by any governmental authority on the transaction between Vivos Inc. and Customer will be paid by Customer in addition to the price specified on the respective purchase order(s). If Customer is exempt from any such amount, Customer must provide to Vivos Inc. a valid exemption.
- Payment for all orders must be made by credit card unless Customer has called or emailed Vivos Inc. in advance to set up special payment terms.
- Vivos Inc.reserves the right to modify its offered Products and Services including specifications, availability, pricing and shipping charges or method at any time.
- In the event Customer cancels the purchase after the Products have shipped, Customer agrees to reimburse Vivos Inc. for actual costs incurred, including but not limited to, charges for restocking, training and freight.
PRODUCT WARRANTY
- Unless listed differently agreed upon in writing by the parties, the warranty periods (“Warranty Period”) applicable to Vivos Inc. products are as follows:
- One (1) year for IsoPet® Peltier Chiller equipment.
- Ninety (90) calendar days for supplies and accessories, (the “Warranty Period”)
The Warranty Period is calculated from the shipment date of Products to the Customer. During the Warranty Period, Vivos Inc. warrants that such Products are free of defects in material or workmanship (“Defect”).
- Except as expressly set forth herein, Vivos Inc.makes no representations and grants no warranties, express or implied, either in fact or by operation of law, by statute or otherwise, and specifically disclaims any other warranties, whether written or oral, or express or implied, including without limitation, any warranty of quality, merchantability or fitness for a particular use or purpose.
- In the event of a Defect covered by this warranty, Customer must supply Vivos Inc.with notice of such Defect and an explanation of circumstances concerning any claim of the Defect within two (2) business days of the discovery of such Defect. Requests for warranty repairs or replacement should be made following the process outlined below.
- If Product has been damaged, abused or misused through no fault of Vivos Inc, or if unauthorized attempts to modify, repair or service the Product have impaired the performance of the Product, this warrant will be void.
TRAINING
- Vivos Inc. offers remote training of applicable Vivos Inc. products (“Installation”) for no additional fee, which Customers may request with the purchase of Vivos Inc. Products. Installation will be performed according to applicable Vivos Inc. installation protocols.
- Customer acknowledges that it is responsible for ensuring the affected personnel are present for Vivos Inc. training at the specified date and time.
MISCELLANEOUS
- Entire Agreement. The parties agree that these Terms represent the entire understanding of the parties with respect to the subject matter of these Terms. These Terms may be modified from time to time. The most current version of these Terms will be published on www.vivosinc.com/terms. To the extent the Terms are in conflict with any other agreement or terms of the parties, the Terms herein shall govern unless specifically accepted in writing by Vivos Inc. Any agreement or term offered by Customer in a purchase order or otherwise shall be considered a proposal and shall not become part of this agreement unless specifically accepted in writing by Vivos Inc. Acknowledgement or acceptance of a purchase order does not constitute specific acceptance in writing.
- Default and Remedy. Failure to pay according to the Terms is a default. In the event of default, Vivos Inc. may pursue any remedies at law or equity, including without limitation, declaring any amount outstanding due immediately, or without any further notice to Customer, Vivos Inc.may retake possession of the Products securing the sale.
- Security Interest. The Customer grants Vivos Inc. a security interest in the Products described in the respective purchase order(s), including all added and substituted parts, accessories, and improvements made to the Products, until Customer has paid the full purchase price on such.
- Indemnification. Customer agrees to indemnify Vivos Inc. and hold it harmless from any and all demands or claims of any nature whatsoever arising out of the use of the Products, including without limitation, products liability or physical injuries to person, or property, loss of life, or other claims or damages.
- Intellectual Property. Customer acknowledges that Vivos Inc. owns all right, title and interest in all proprietary Product designs and configurations, purchased under these Terms.
- Exclusive Remedy and Limitation of Damages. The parties agree that the Customer’s sole and exclusive remedy against Vivos Inc. shall be for the repair and/or replacement of defective parts as provided herein. Customer agrees that no other remedy shall be available to them and that Vivos Inc. shall not, in any event, be liable for incidental damages or consequential damages, including loss of income, loss of time, lost sales, injury to person or personal property, liability customer had with respect to any other person, or for any other type of formal consequential damage or economic loss.
- Force Majeure. “Force Majeure” means any of the following events and circumstances: a strike, lockout, riot, civil unrest, war, pandemic, act of terrorism, insurrection, fire, flood, windstorm, explosion, natural disaster, act of God or public enemy or any other event or circumstance that is beyond either party’s reasonable control. Vivos Inc. may delay delivery, or performance of the Products or Services ordered hereunder in the event of Force Majeure. Vivos Inc. shall deliver the Products or commence service when the Force Majeure affecting the delay is eliminated.
- Severability. If any provision of these Terms is found unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
- Dispute Resolution. In the event of any dispute, controversy or claim arising out of or relating to these Terms, or a breach thereof (“Dispute”), the parties shall endeavor, in good faith, to resolve the Dispute through reasonable negotiations. If the parties fail to resolve the Dispute within a reasonable amount of time, the parties shall settle the Dispute through binding arbitration, by a single arbitrator, in Benton County, Washington, under the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The substantially prevailing party in such arbitration shall be entitled to recover costs, including attorney’s fees as part of the award.
- Time Limit on Customer Commencing Legal Actions. Customer must commence any such Dispute within one (1) year from the date the Dispute first occurred, or shall be barred from bringing such a Dispute thereafter.
- No Waiver. The failure of Vivos Inc. to enforce at any time, for any period, any provision hereof shall not be construed to be a waiver of such provision or of the right of Vivos Inc.thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude Vivos Inc.from any other or further exercise thereof or the exercise of any other right or remedy.
- Jurisdiction. The Terms will be governed by the laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington.
- Grant of Name Use. These Terms and Conditions ("Terms") govern use of your clinical name in our product marketing. By agreeing to these terms and conditions, you consent to the use of your pet’s name and photographs for data collection and marketing purposes. This includes, but is not limited to, social media posts, website content, and promotional materials. We ensure that all personal information will be kept confidential and used in accordance with our privacy policy. You retain the right to withdraw consent at any time by contacting our customer service department.
Revised: 06/10/2024