Treace Medical Concepts, Inc.

Terms and Conditions for Sale of Products

The following terms and conditions will apply to all purchases of products from Treace Medical Concepts, Inc. (“TMC”), and by ordering products from TMC, Customer expressly agrees to these terms and conditions.

 

Placing Orders

Customer may place orders by contacting Customer’s local TMC sales representative or agent. All orders are subject to acceptance and confirmation by TMC. When ordering, please provide:

1. Your TMC Customer account number;

2. Purchase order number;

3. Shipping and billing address, including zip code;

4. How items will ship including special shipping instructions, if any; and

5. Product part numbers and quantities

Delivery Terms

Orders are F.O.B. shipping point (under the Uniform Commercial Code). TMC will prepay freight charges, and Customer will pay the shipping and handling fees invoiced to the Customer. Risk of loss will pass to Customer when the products have been delivered by TMC to a common carrier for delivery to Customer.

Payment Terms and Price; Taxes

The price in effect at time of delivery will apply.  Prices do not include sales, use, excise or similar taxes or any shipping, delivery, handling or insurance charges. Customer agrees to pay the applicable invoiced amounts due to TMC within 30 days of the date of the sale of the products. Interest at the rate of the lesser of 1.5% per month or the maximum permitted under applicable law may accrue on payments that are not made when due.

Payment Details:

Electronic payments (preferred method) should be sent to:

 

Credit card payments are accepted on our Customer Payment Portal https://billpay.treace.net/ and are subject to a 3% convenience charge.

 

Limited Warranty; Limitation of Liability

TMC warrants all of its catalog products to the original purchaser against defects in workmanship and materials for 180 days from the date of purchase from TMC (the “warranty period”). Claims for breach of warranty that are not received in writing by TMC within the warranty period are waived. TMC may require that Customer return the alleged defective product, freight prepaid, pursuant to TMC’s written authorization before remedying a breach of warranty.

TMC’s only liability and the exclusive remedy of Customer in the event of any defect is for TMC to provide at TMC’s option, either

1. a full refund or credit in the amount of the purchase price, or

2. the repair or replacement of the product.

This warranty does not cover: (1) damage caused by misuse (including violation of TMC’s instructions), neglect (including failure to store in accordance with TMC’s instructions and specifications), accident or causes external to the product; (2) any product on which the serial number or lot code has been removed or made illegible; (3) any product or part thereof that has been modified by anyone other than TMC, unless authorized by TMC or in accordance with the product’s instructions for use; (4) re-use of a product sold for single use; or (5) the removal or defacing of any labeling of the product.

TMC WARRANTIES ARE LIMITED EXCLUSIVELY TO THIS EXPRESS WARRANTY. ANY OTHER WARRANTIES OF ANY KIND OR DESCRIPTION WHATSOEVER, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESSED OR IMPLIED, ARE DISCLAIMED.

TMC will not be liable for any indirect, consequential, incidental, punitive, special, exemplary, or contingent loss or damage (including without limitation lost or anticipated profits and savings or damage to goodwill) arising from or in connection with the purchase, use of, or inability to use, or unavailability of, the TMC products or otherwise in connection with this agreement, even if TMC has been advised of the likelihood of such damages. TMC’s maximum aggregate liability for any loss, damage, injury or expense related to its products, services or this agreement, whether such liability arises out of breach of contract, negligence or otherwise, will not exceed the actual amounts paid by Customer to TMC for the TMC product(s) involved in such claim. The limitations in this section will not preclude any liability which, under applicable products liability law, cannot legally be precluded by contract.

Compliance

Customer agrees to comply with all applicable laws in connection with the purchase of TMC products and product pricing, including all requirements to disclose and report the existence and terms of discounts to Medicare, Medicaid or other Federal or State health care programs in accordance with 42 C.F.R. § 1001.952(h)(1) and further agrees that any reduction in price offered to Customer hereunder is subject to the aforementioned regulation. If Customer is an individual or an entity in whose name a claim or request for payment may be submitted to a Federal or State health care program or an individual or entity who submits cost reports to Federal or State health care programs, Customer agrees to, upon request, provide the Secretary of the U.S. Department of Health and Human Services or a State agency with the discount information contained in any price quotation, the invoice, and any discount statement, as specified in 42 C.F.R. 1001.952(h)(2)(ii). In addition, if Customer is a buyer that reports costs on a cost report required by a Federal or State health care program, Customer agrees to the following: (a) any discount must be earned on purchases of the same good or service bought within a single fiscal year of the Customer; and (b) Customer must claim the benefit of any discount in the fiscal year in which the discount is earned or the following year. Customer must also fully and accurately report the effect of any discount on the effective price paid for products on any applicable cost report (or claim form if such claim form requires cost reporting) covering the products submitted to a Federal or State health care program. Customer acknowledges that Customer should consult with its accountants, legal counsel, or other advisors regarding any reporting obligations it may have, including appropriate calculation methodologies used to report discounts, rebates, product upgrades, or credits received from the Company.

Return Goods Policy

Authorization is required to return any product by completing and submitting a Return Goods Authorization Form (RGA Form). Receipt of unauthorized returns will not be accepted. To request a return authorization, contact TMC Customer Service. Authorized returns are to be shipped by Customer with freight prepaid.

1. Products returned within 30 days of the date of invoice will be credited at the Customer’s invoice price.

2. Products returned after 30 days but not longer than 90 days from the date of invoice will be credited at the Customer’s invoice price, less a 15% restocking charge.

3. Products beyond 90 days of the date of invoice are not accepted for return.

4. Additional products not accepted for return (regardless of timing) include: obsolete products, damaged, custom made or altered products, and sterile products which have open cartons, mixed sterile lot numbers, or products beyond expiration date.

All authorized returns are also subject to the following terms:

1. Invoice copy or invoice number, part number, lot number and date of purchase must be provided to TMC Customer Service with authorization of return.

2. Products that have been opened or are not in their original packaging are disallowed for full credit, the amount credited will be determined by a quality assurance inspection.

3. Merchandise shipped in error by TMC will receive full invoice credit if returned within 30 days in unopened, original factory package.

TMC Sales Agents

TMC products are sold directly by TMC. TMC does, however, have independent sales agents to assist Customers with respect to TMC products. For the name and address of your TMC sales agent, contact the TMC Customer Service Department. Sales agents may not alter these terms and conditions of sale, extend credit, or accept payment for products.

Instrumentation
Customer acknowledges and agrees that (1) the surgical instruments that TMC makes available to Customer may be used only in surgical cases where TMC’s patented Lapiplasty®, Adductoplasty® or other authorized procedures are performed and TMC’s implants, disposable devices and sterile kits are used; (2) Customer will not use TMC’s instruments for bunion, midfoot or other surgeries of any kind using other companies’ implants or other medical devices; (3) the surgical instruments are not available for purchase by Customer; (4) the surgical instruments are at all times owned by TMC, even if Customer must pay for the loss or damage to the surgical instruments; (5) Customer will keep the instruments free from any lien, security interest or encumbrance adverse to the ownership interest of TMC; and (6) the instruments are intended to be used only by trained surgeons.

General

Except as otherwise specifically set out in a written agreement between the parties, TMC reserves the right to discontinue products or to change specifications, designs, prices, or the terms and conditions of sale at any time. No representation, promise, waiver, amendment, or modification of these terms and conditions will be binding unless in writing signed by an authorized representative of TMC. This agreement, all disputes arising under it, and all aspects of the relationship between TMC and customer will be governed by the laws of the State of Florida (excluding those addressing choice of law), and the parties hereby expressly disclaim application of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  TMC hereby objects to and will not be bound by any other terms or conditions, express or implied.  Acceptance by Customer of the products will constitute acceptance of all the terms and conditions contained herein.  Any information of TMC, not otherwise publicly available, that is revealed to Customer by operation of this agreement (including the terms of this agreement), and information arising out of or related to any claim or dispute involving products, is deemed confidential, and may not be disclosed to third parties except with the prior written consent of TMC. Products sold and delivered within the United States are for domestic use only.  Any resale or distribution of products is prohibited except with express written authorization by TMC.  The captions herein are for convenience only and do not modify or explain any of the terms of this agreement.

 

 

 

M2120D