1. Acceptance of Terms. The Terms of Sale (the “Terms of Sale”), apply to all sales of INNOVO and its accessories (“Products”) by Atlantic Therapeutics, LLC (“Atlantic”) to you (the “Customer” or “You”) and will be governed by these Terms of Sale. By placing an order, Customer accepts and agrees to all Terms of Sale herein. No addition or modification of these Terms of Sale will be effective; unless, drafted by Atlantic.
3. Pricing and Payment. Prices are subject to change at any time at Atlantic’s sole discretion. Payments for all Products must be made by credit card (US currency) at the time of purchase. Amounts payable to Atlantic may be subject to applicable state and local sales tax and shipping charges for the shipping methods as chosen at checkout.
4. Financing Option. Customer may, at its discretion, obtain financing from Atlantic’s preferred financing vendor, and the terms thereof are solely between Customer and that third party. If the financing vendor fails timely to pay Atlantic the purchase price of the Products, Customer agrees to pay to Atlantic the unpaid portion of the purchase price upon written demand from Atlantic.
5. Shipping and Delivery. Atlantic will make commercially reasonable efforts to ship according to the delivery schedule; however, shipping and delivery dates are estimates only, and in no event shall Atlantic be liable for any delay in delivery or assume any liability in connection with the shipment. All Products shall be delivered F.O.B Atlantic’s place of shipment. All Products purchased are delivered to shipment carriers. The risk of loss and title for such Products passes to Customer when they are delivered to the carrier.
6. Return and Exchange Policy. Customer may return or exchange the Products within 14 days of purchase as long as the following requirements are met: (i) The “No Return if Removed” tag is still attached, (ii) The product must be in the same condition as delivered to Customer with no defects or damages caused by Customer, and (iii) INNOVO spray has not been applied to the electrodes. Products held longer than 14 days will not be eligible for return or exchange.
7. Limited Warranty. All sales are final, non-refundable, and non-returnable except as defined in Section 6 and with respect to Products that do not meet the applicable, limited warranties set forth in this Section. All Products are sold, and accepted by Customer, in “as-is” condition, subject only to this Limited Warranty Policy expressly set forth in these Terms of Sale. Atlantic warrants the INNOVO Controller will be free from defects in material and workmanship for a period of two (2) years from the date of original purchase and the INNOVO garments will be free from defects in material and workmanship for a period of six (6) months from the date of original purchase. These warranties do not apply to the battery supplied with the Product and exclude consumables such as the INNOVO Spray. In the event the Products are in breach of these warranties within the relevant warranty period, Atlantic will, at its sole discretion and as its sole and exclusive liability and Customer’s sole and exclusive remedy, replace or repair the Product at no additional cost to Customer, provided the Products: (i) have been used solely for their intended purpose and in a manner described in the instruction manual; (ii) have not been connected to an unsuitable power source; (iii) have not been subjected to misuse or neglect by Customer or any third party; and (iv) have not been modified or repaired by anyone other than Atlantic.
ATLANTIC DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, DEFECT-FREE, OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY, THE PRODUCTS, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN OR PROVIDED IN RELATION TO THE PRODUCTS, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. ATLANTIC DOES NOT WARRANT TO ANY PARTICULAR RESULTS BY USE OF THE PRODUCT. EXCEPT AS EXPRESSLY OTHERWISE SET FORTH HEREIN, CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE PRODUCTS. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY ATLANTIC OR ATLANTIC’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN.
8. Limitations of Liability; Indemnity. To the extend not prohibited by applicable law: (a) Atlantic’s aggregate liability to Customer from claims related to the Products, whether for breach or in tort, including negligence, is limited to the actual amounts Customer has paid to Atlantic for the at-issue Products; and (b) ATLANTIC WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SALE, THE PRODUCTS, USE, PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS (INCLUDING, BUT NO LIMITED TO, REPLACEMENT COSTS, USE OR OTHER ECONOMIC ADVANTAGE), HOWEVER, THEY ARISE, WHETHER FOR BREACH OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF ATLANTIC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL WARRANTIES OR CONDITIONS (WHETHER EXPRESS OR IMPLIED) AS TO QUALITY, CONDITION, DESCRIPTION, COMPLIANCE WITH SAMPLE OR FITNESS FOR PURPOSE (WHETHER STATUTORY, UNDER COMMON LAW ARISING FROM TRADE USE OR COURSE OF DEALING OR OTHERWISE) OTHER THAN THOSE EXPRESSLY SET OUT IN THE TERMS OF SALE TO THE FULLEST EXTENT PERMITTED BY LAW.
9. Software Ownership and Licensing. With respect to Products containing software components, Customer is granted a non-exclusive, limited, non-transferable and non-assignable license to use the program and software (“Software”) provided by Atlantic, in connection with, and incorporated into, the Products, for the sole purpose of operating in accordance with the written instructions provided to Customer by Atlantic. For the purpose of these Terms of Sale, all Software shall be included in the definition of “Products.” The Software, and all modifications, enhancements and upgrades thereto, will, at all times, remain the property of Atlantic. You may not, and may not permit anyone else to: distribute, duplicate, copy, reverse-engineer, de-compile, or disassemble the Software or in any way modify the Software. You have no right to, and may not, create derivatives of the Software, and you may not attempt to copy, create or re-create the source code of the Software. Any and all such modifications or enhancements to the Software or Products in breach of this license will immediately become the sole property of Atlantic.
10. Resale and Export Policy and Restrictions. Atlantic reserves the right, at its sole discretion, to limit the number of Products purchased per person, per household or per order. These restrictions may be applicable to orders placed by the same account, the same credit card, and also to orders that use the same billing and/or shipping address. Atlantic will provide notification to Customer should such limits be applied. Please note that certain orders constitute improper use of Atlantic and its services. Atlantic reserve the right, at its sole discretion, to refuse or cancel any order for any reason. Atlantic also reserves the right, at its sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Sale, reselling shall be defined as purchasing or intending to purchase any Products from Atlantic for the purpose of engaging in a commercial sale of that same Products with a third party.
Customer acknowledges that the Products, which may include software and other technology, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing the Products, Customer agrees to abide by the applicable laws, rules, and regulations – including the Export Administration Act and the Arms Export Control Act - and Customer represents and warrants that Customer will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any Products, Customer agree that Customer will not use any Products, or provide Products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury, U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. Customer shall indemnify and hold harmless Atlantic from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from Customer’s failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions, laws, and regulations.
11. Miscellaneous. These Terms of Sale sets forth the entire agreement between Atlantic and Customer regarding the Products purchased by Customer. This agreement and any issue, dispute or claims arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by and construed in all respects in accordance with the State of New York, without regard to principles of conflicts of law. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to these Terms of Sale. If any provision of the Terms of Sale or the application of a provision is for any reason or in any event found to be invalid or unenforceable, then the remainder of the Terms of Sale (and the remainder of the provision, to the extent possible) will remain in full force and effect and be interpreted so as best to reasonably effect the intent of the parties.