General
These General Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of products (“Products”) by Makvin Surgical LLC (“Makvin Surgical LLC”) to the buyer (“Buyer”). Any other terms or conditions proposed by Buyer, whether included in any purchase order or other document, are excluded unless agreed to in writing by Makvin Surgical LLC.
Orders
By placing an order, Buyer warrants compliance with all applicable laws regarding the purchase, import, delivery, and sale of Products, holding any required licenses and authorizations. Once an order is placed, it is binding on Buyer and cannot be canceled without written consent of Makvin Surgical LLC. No order will be deemed accepted unless Makvin issues a written confirmation.
Makvin Surgical LLC may cancel any accepted order by notifying Buyer in writing if Buyer defaults on any obligations or if insolvency proceedings are initiated against Buyer. Any cancellation will not affect Makvin Surgical LLC’s right to seek further remedies.
Prices and Payments
Prices are exclusive of tax, levy, import duties or similar governmental charge (including VAT taxes, excise taxes, and sales and use taxes) unless otherwise stated. Makvin Surgical LLC reserves the right to change prices at any time. Payment must be made in advance unless Makvin Surgical LLC has extended credit terms to Buyer. In the event of late payment, interest will accrue at the one-month EURIBOR interest rate plus 3% per annum, compounded monthly. Buyer is not permitted to offset any payments due to Makvin Surgical LLC against any claims without prior agreement.
Delivery, Risk, and Title
Delivery of Products
Unless otherwise agreed in writing, Products will be delivered Ex Works (Incoterms 2020) from Makvin Surgical LLC’s warehouse. All delivery dates or lead times are estimates only and are not guaranteed. Makvin Surgical LLC will not be liable for any direct or indirect loss, damage, or expense (including lost profits or third-party liabilities) incurred by the Buyer as a result of delivery delays. The Buyer must report any visible defects, discrepancies (such as shipping errors, shortages, overages, missing documents, damages, or billing issues), or other issues within eight (8) calendar days of physical delivery. This notification must be made via phone call, email, or debit memo. Failure to provide such notification within this timeframe may result in denial of the claim.
Risk and Title
Risk of loss for the Products passes to the Buyer upon delivery. However, title, ownership, and property in the Products will remain with Makvin Surgical LLC until (a) the Buyer has made full payment for the Products (including any associated transportation charges, taxes, and late payment interest, if applicable); and (b) no other amounts are outstanding from the Buyer to Makvin Surgical LLC, regardless of whether such sums have yet become due.
Until full payment is made and title passes to the Buyer, the Buyer holds the Products in a fiduciary capacity as bailee for Makvin Surgical LLC. The Buyer must store the Products separately from its own inventory and those of any other party, maintaining them in good condition and clearly identifying them as the property of Makvin Surgical LLC. The Buyer must also insure the Products against “All Risks” to the satisfaction of Makvin Surgical LLC. Should Makvin Surgical LLC exercise its rights under this section, any right of the Buyer to sell, dispose of, or otherwise use the Products shall cease immediately. In such an event, the Buyer must make the Products available to Makvin Surgical LLC and allow for their repossession.
Notwithstanding the foregoing, the Buyer may use the Products in the ordinary course of business but may not otherwise sell, transfer, or dispose of them until title has passed. Any sale by the Buyer under this provision is made as principal, not agent. However, the Buyer has a fiduciary duty to account for the proceeds of any sale to Makvin Surgical LLC up to the outstanding amount owed. Until such accounting is completed, the Buyer must hold those proceeds in trust for Makvin Surgical LLC.
Warranty
Makvin Surgical LLC disclaims all warranties except as explicitly provided. The warranty does not cover defects arising from improper use, mishandling during shipping, normal wear and tear, or failure to follow Makvin Surgical LLC ‘s instructions.
Makvin Surgical LLC ‘s liability under the warranty is limited to replacing the defective Product or issuing a credit for future purchases. Buyer must comply with all storage, handling, and traceability requirements. Buyer shall report any complaints or adverse events to Makvin Surgical LLC within two days and assist with corrective actions or product recalls as needed.
Limitation of Liability
Makvin Surgical LLC disclaims liability for any indirect, special, punitive, or consequential damages, including lost profits, business interruptions, or loss of data, arising from or related to the sale or use of Products. Makvin Surgical LLC’s liability for any claims related to the Products is limited to the amount paid by Buyer for the applicable Product or the total amount paid under the contract in the preceding 12 months. Makvin Surgical LLC does not exclude liability for death or personal injury caused by its negligence.
Compliance
Buyer agrees to comply with all applicable laws, regulations, and industry standards in connection with the use and resale of Products. Buyer confirms that these Terms are accepted without any expectation of incentives for future purchases or recommendations of Makvin Surgical LLC ‘s Products.
Export Controls
Buyer agrees to comply with U.S. and international export control and sanctions laws, including those related to restricted parties and embargoed countries. Buyer must not re-export Products or technical information without Makvin Surgical LLC ‘s written authorization and must screen customers against restricted party lists before resale.
Intellectual Property
All intellectual property rights in the Products, including trademarks and technical information, remain the exclusive property of Makvin Surgical LLC. Buyer has no rights to Makvin Surgical LLC’s intellectual property except as required to use the Products.
Confidentiality
Any confidential information exchanged between the parties during the performance of these Terms shall not be disclosed or used for any purpose other than fulfilling the obligations under this agreement. Upon request, confidential information must be returned.
Governing Law and Jurisdiction
These Terms and Conditions are governed by the laws of the state of Tennessee, USA, excluding its conflict-of-laws provisions. Any disputes will be resolved exclusively in the courts of Tennessee. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Miscellaneous
These Terms and Conditions, along with any additional agreements, represent the entire understanding between Makvin Surgical LLC and Buyer regarding the sale of Products. Any amendments must be in writing. If any provision of these Terms is deemed unenforceable, the remaining provisions will continue to be effective.
Expiration of Products
Buyer agrees that it will not use, and will ensure that its customers do not use, any Products after the expiration date specified on the product labeling.
Traceability, Storage, Complaints, and Adverse Events
Buyer shall store all Products in appropriate conditions as specified by Makvin Surgical LLC, including adherence to any handling or storage guidelines provided by Makvin Surgical LLC or applicable health authorities. Buyer must implement procedures to control storage areas and stockrooms to prevent product mix-ups, damage, deterioration, contamination, or exposure to adverse conditions such as temperature changes. Products that are obsolete, rejected, or deteriorated must not be used or distributed.
For each Product, Buyer shall comply with the traceability and storage obligations as communicated by Makvin Surgical LLC. Any customer complaints or adverse events must be reported to Makvin Surgical LLC within two (2) days of receipt or awareness, through normal channels for resolution and to the Quality Assurance Department. Complaints may relate to issues such as failure to meet specifications, quality, durability, safety, effectiveness, or performance. Upon request, Buyer will use best efforts to retrieve and return Products involved in any complaint or adverse event to Makvin Surgical LLC for evaluation.
Buyer shall not take any action in response to complaints or adverse events without consulting with Makvin Surgical LLC. If corrective action is deemed necessary, Buyer shall assist Makvin Surgical LLC in implementing the action as requested. Additionally, Buyer agrees to cooperate in any recall of Products and follow any reasonable instructions or guidelines provided by Makvin Surgical LLC regarding such recall.