Terms and Conditions of Sales

This Agreement contains the terms and conditions that apply to your purchase from Titan Instruments Ltd. entity named on the invoice (“Titan Instruments”) that will be provided to you (“Buyer”) on orders for surgical instruments and/or services and support sold. By accepting delivery of the surgical instruments and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS BUYER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH Titan Instruments, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER Titan Instruments STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in Titan Instrument’s sole discretion. No modification of this Agreement shall be binding on Titan Instruments unless in writing and signed by an authorized representative of Titan Instruments.


All product supplied by Titan Instruments are manufactured by shipShape Instrument who hold the CE certificate under their name (shipShape instruments).


1 – Acceptance

Performance by Titan Instruments is expressly made conditional on Buyer’s assent to the terms and conditions of this order acknowledgement. Buyer agrees to these terms and conditions which shall prevail over any inconsistent provisions in any form or other paper submitted by Buyer. Any additional or different terms in any Buyer request for quotation, acknowledgment, commencement, or purchase order shall constitute a counteroffer and such counteroffer shall not be accepted by Titan Instruments without written approval by Titan Instruments. The provisions of any existing written contract between Titan Instruments and Buyer for the same goods or services shall take precedence over any inconsistent terms or conditions contained in this Order Acknowledgement from Titan Instruments. Titan Instruments may, from time to time, change or supplement these terms and conditions. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Buyer and Titan Instruments. All purchases are subject to Titan Instruments approval not withstanding prior payments and, if not in accordance with the specifications, may, at Titan Instruments sole option, be returned to Titan Instruments at Buyer’s expense for transportation. Titan Instruments reserves the right to change product specifications, quantities, designs, or prices without notice and without liability for such changes.


2 – Prices

The price(s) set forth in any Titan Instruments Order Acknowledgement are firm and shall not be changed without the prior written consent of Titan Instruments. If no price is specified in this Purchase Order, the goods shall be invoiced at the current list price. In addition to the prices stated herein, Buyer will pay to Titan Instruments any sales tax now or hereafter imposed by a state or municipality, based on or measured by the sale or use of material, product or services covered hereby. Supplier may in its sole discretion, adjust pricing in accordance with its published list prices.


3 – Payment

Payment will be due net thirty (30) days from receipt on approved credit. Where other payment terms are specified on the Order Acknowledgement, payment shall be made in accordance with those terms and conditions. If your credit has not been established with Titan Instruments, terms may be payment in advance or C.O.D. All shipments are F.O.B. Titan Instruments London location. Items are shipped by express or standard method unless otherwise specified, with shipping charges and insurance prepaid and added as a separate charge on your invoice. The invoice will include, and Buyer agrees to pay, reasonable shipping and handling charges. Buyer further agrees to pay all invoices within fifteen (30) days of receipt of said invoice. A 1.5% per month service charge is added to delinquent accounts. Interest will be charged at 1.5% per month rate for all amounts outstanding more than thirty (30) days. In the event that it becomes necessary for Titan Instruments to incur collection costs or institute a suit to collect any amount due and payable, Buyer agrees to pay such additional collection costs, charges, and expenses, including attorney’s fees if the account is placed in the hands of an attorney or an agency for collection. Prices are subject to change without notice. Cancellation of orders is subject to approval by Titan Instruments. A minimum of 20% restocking/service charge will be applied. Titan Instruments reserves the right to refuse to perform under this agreement should there be any balance outstanding for more than thirty (30) days. Titan Instruments will not be in breach of this agreement by exercising this right. Buyer shall reimburse Titan Instruments for taxes, fees, surcharges or other charges imposed by legislation of regulations enacted or promulgated after the execution date of this Agreement and levied specifically upon the transportation or packaging of the products subject to this agreement. Any dispute shall be resolved in accordance with the laws of the United Kingdom.


4 – Shipment and Delivery

Shipment of the goods shall be made in accordance with customary shipping practices for such goods. Unless otherwise stated in the Order Acknowledgement, no charge will be allowed for packing, boxing, cartage and Buyer shall absorb and pre-pay all shipping and insurance charges. Goods ordered in error or duplicated because mailed-in order and not clearly marked “CONFIRMING” will be subject to a 20% restocking charge, if approved by Titan Instruments. Buyer shall notify Titan Instruments immediately of any situation which may delay or threaten to delay the timely acceptance of services and / or receipt of goods. Titan Instruments, at its option, may cancel all or any portion of this Order Acknowledgement without liability. Acceptance of all or part of the goods, or payment therefore, or failure to notify Buyer promptly shall not waive or affect Titan Instrument’s right to cancel the order or recover damages. Titan Instruments will make all reasonable efforts to meet Buyer’s requirement dates and to ship the products via Buyer’s choice of carriers. All products shall be properly labeled and packaged in accordance with applicable DOT regulations. Partial shipments will be accepted by the Buyer and will not be a breach of this agreement by Titan Instruments.


5 – Service and Support

Titan Instruments endeavors to provide the best customer and technical telephone support for ophthalmic hand-held surgical instruments. For end-user Customers, Titan Instruments promises that its support staff will attempt to handle over the telephone any problem involving Titan Instruments products. Service offerings may vary from product to product. Titan Instruments has no obligation to provide service or support until Titan Instruments has received full payment for the product or service/support contract for which service or support is requested. Titan Instruments will provide service and support to Buyer in the United Kingdom in accordance with the terms and conditions of the services and support policies and conditions in effect on the date purchased.


6 – Returns

No returns will be accepted without prior authorization and are subject to approval by Titan Instruments. With our prior written authorization, returns may be made within 30 days of invoice date for a full credit and instruments must be in perfect condition and in their original package. If, for any reason, it is necessary to return goods to us, please contact your account manager for forwarding instructions. This procedure will prevent delays and enable us to resolve the situation to your satisfaction. Titan Instruments is not liable for goods returned without a returned goods authorization number (RGA). Returns must be sent through a traceable carrier; Titan Instruments will not refund return shipping cost. All authorized returns must be shipped to Titan Instruments within 5 business days upon authorization. Titan Instruments reserves the right to evaluate incoming returns prior to issuing any customer credit. We may implement price deductions depending on the age and condition of the instruments. A restocking and inspection charge will be applied on all authorized returns after (30) thirty days of invoice date. No returns will be accepted after 90 days of invoice date. Please contact your account manager for an RGA number prior to returning any portion of your free trial products. Shipping charges back to Titan Instruments are the responsibility of the customer. All sales are final on custom made instrumentation.


7 – Custom Made Instruments

Buyer must accept and pay for all customized goods. Returns will be accepted only if the manufactured product is not meeting the order specifications. Buyer shall be liable for all order specifications. Buyer can not reject goods in the case of slight tolerances. The prices of customized goods shall be based upon the original costs incurred for the particular order and which are accepted by Buyer upon placement of the order. Generally, such prices will be higher than those of comparable standard items. The actual prices, after final production, may exceed or be less than the calculated prices. These quotes shall be only approximately binding. Titan Instruments may demand 50% of the anticipated invoice value as an advance prepayment. We are not obliged to check whether third party industrial property rights are violated nor whether the prescribed design may lead to claims for compensation under liability laws. Buyer shall be solely responsible and liable for all related claims, and we hereby refuse to accept liability for products in this respect.


8 – Risk of Loss

Unless otherwise specified in this Order Acknowledgement, risk of loss will pass to Buyer only after shipment of the goods by Titan Instruments. Should Buyer receive damaged goods, it is imperative that Buyer save all packing materials for inspection by the carrier. Once the goods are turned over to the carrier by us, they become Buyer’s responsibility. While Titan Instruments will assist Buyer, all claims should be reported to the carrier immediately. Failure to do so makes Buyer, liable for payments of those goods should damage claims be rejected by the carrier. All claims must be made within 7 days of receipt of goods.


9 – Warranty

Titan Instruments products are warranted to meet the stated performance and quality and to be free of defects in material and workmanship. They are not warranted, nor does Titan Instruments assume liability, if misused. No other warranty or representation is implied or expressed by Titan Instruments for its products with respect to merchantability, fitness for a particular purpose, or any other matter. Titan Instruments shall not under any circumstances be liable for any incidental, consequential or compensatory damages arising from the use of, or in conjunction with, its products. The maximum liability that can be assumed by Titan Instruments for breach of warranty shall be the invoice price of the product. Period of warranty generally is one year from date of delivery of the goods. The terms and conditions of the manufacturer will be made available to Buyer if requested. On no account shall we be liable for defects and damage which may occur outside of our premises as a result of transportation and subsequent storage, improper handling, incorrect use, negligence, improper use, improper cleaning and handling, improper opening techniques, unauthorized repair work, caustic or abrasive cleaners, or other tampering with the supplied item that changes the guarantee or as the result of wear.


10 – Liability for Defects

The products offered are for surgical use only. Titan Instruments assumes no responsibility if these products are used for any other purposes or are misused in any way. Titan Instruments products are only intended for clinical use. The information published by Titan Instruments is, to the best of its knowledge, correct and accurate but is not guaranteed to be so. Titan Instruments assumes no responsibility with respect thereto and has not verified the specifications and does not guarantee their accuracy. The sale of any product by Titan Instruments does not waive any patent restrictions connected with those products. All Titan Instruments are guaranteed, with respect to material and workmanship only, for period of one year. These products are guaranteed to be free from defects in workmanship and materials. Any original product, which proves defective in workmanship or materials, will be repaired, replaced, or refund charges on any instrument (at Titan Instruments discretion), at no cost if an instrument fails to perform satisfactorily. Instruments being returned must have prior return authorization granted by Titan Instruments. Defective products must be accompanied by a written explanation of failure. Approval is subject to the following exclusions: (i). All instruments must be tested upon receipt and all deficiencies must be reported to Titan Instruments no later than 10 days after the date of receipt of the instrument. (ii). Maximum warranty period is limited to 365 days on all instruments unless previously agreed upon. However, INSTRUMENTS MAY NOT BE RETURNED FOR REFUND OR CREDIT AFTER 30 DAYS OR WITHOUT PRIOR AUTHORIZATION. (iii). Physical damage to the instruments due to misuse, abuse, or mishap, including mechanical shock. (iv). Damage to the material due to incorrect sterilization conditions, temperatures, or pressures. For products supplied by, but not manufactured by Titan Instruments, the warranty is limited by the terms of the original manufacturer’s warranty. Buyer agrees and represents that it is buying for its own end use only, and not for resale. Buyer warrants that they have sufficient knowledge, training, facilities, and skills to safely use and store products provided under this agreement.


11 – Compliance

Buyer agrees to indemnify Titan Instruments and its customers and to hold Titan Instruments and its customers harmless against all liability and expenses, including counsel fees, if Buyer fails to comply with the applicable laws, regulations and ordinances of the United Kingdom, Titan Instruments may, in addition, cancel this Purchase Order in whole or in part, without further liability to Seller for failure to comply with this provision. Buyer will indemnify, defend and hold harmless Titan Instruments and its customers from and against all liabilities, losses and expenses, including counsel fees and disbursements, arising from the breach of any of these Terms and Conditions, or for personal injury or property damage relating directly or indirectly to the performance of any goods or service provided.


12 – Indemnification

Buyer agrees to indemnify, hold harmless and defend Titan Instruments from and against any and all liabilities, claims, penalties, forfeitures, suits and the costs and expenses incident thereto, including costs of defense, settlement, and reasonable attorney’s fees, which it may hereafter incur, become responsible for or pay out as a result of injury to any persons, destruction or damage to any property or any violation of governmental laws, regulations, or orders to the extent that such damage was caused by: (i) the breach by the Buyer of any term of this agreement, or (ii) any negligent or willful act or omission by the Buyer, the Buyer’s employees, officers, directors, agents, or assigns.


13 – Loss of Products

Buyer warrants that the products provided by Titan Instruments will be kept in a secure area under conditions appropriate for the products. In the event the products provided by Titan Instruments while in the custody of Buyer become damaged, destroyed, lost, or are otherwise unusable or unaccounted for, Buyer agrees to pay for the product as though it was used in accordance with Section 1 above.


14 – Excuse of Performance

The obligation of Titan Instruments to provide products and services pursuant to purchase order(s) may be suspended in the event of : (i) act of God, war, riot, fire, explosion, accident or flood; (ii) lack of adequate fuel, power, raw material, labor, containers, transportation or facilities; (iii) compliance with governmental requests, laws, regulations, orders, or other required licenses or approvals; (iv) breakage or failure of machinery or apparatus; (v) national defense requirements or any other event beyond the reasonable control of Titan Instruments; (vi) any such event that prevents the delivery, transportation, or acceptance of the products or service.