Surgical Vision Invoice Terms and Conditions

STANDARD TERMS AND CONDITIONS

(Effective September 1, 2021)

ACCEPTANCE: The invoice is expressly conditioned on, and limited to, Customer’s acceptance of all of its terms and conditions (the “Terms”). Customer acknowledges that AMO Canada Company (“J&J Vision”) sells the goods and services covered by this invoice solely pursuant to the terms and conditions set forth in this invoice, in addition to any written sales agreement, lease agreement, service agreement, consignment or other agreement (collectively, the “Agreement”). Subject to the Agreement between J&J Vision and Customer regarding its subject matter, the Terms shall be deemed a binding contract between customer and J&J Vision upon delivery to Customer of this invoice.
FORCE MAJEURE: J&J Vision shall not be liable for any delays in making delivery where occasioned by strike or differences with workers or by any causes beyond the control of J&J Vision, such as but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, shortages of labor, energy, raw materials, production facilities or transportation. Where delays or failures of delivery are caused by labor difficulties, J&J Vision shall not be obligated to seek or obtain any settlement which, in J&J Vision’s sole judgement, is not in J&J Vision’s best interest.
WARRANTY: LIMITATION OF LIABILITY: J&J Vision warrants that the goods conform to their published specifications at the time of delivery. J&J VISION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY CONDITION, WARRANTY OR OTHER TERM WHICH MIGHT OTHERWISE BE IMPLIED OR INCORPORATED WITHIN THESE TERMS AND CONDITIONS IS HEREBY DISCLAIMED AND EXCLUDED TO THE FULLESTEXTENT PERMITTED BY LAW. IN NO EVENT WILL J&J VISION BE RESPONSIBLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR LOST PROFITS OR REVENUES, IN EACH CASE EVEN IF J&J VISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. J&J VISION’S LIABILITY FOR ANY AND ALL CAUSES IN CONNECTION WITH THIS INVOICE AND THIS SALE SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL PURCHASE PRICE FOR THE GOODS OR SERVICES COVERED BY THIS INVOICE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST J&J VISION.
RETURNED GOODS POLICY: Returns shall be made in accordance with J&J Vision’s then current Returned Goods Policy which can be accessed at https://www.jnjvisionpro.ca/internal-page/returned-goods-policy.
STATUS OF GOODS PENDING PAYMENT: Customer hereby assigns, grants and pledges to J&J Vision a security interest in Customer’s right and interest to secure payment and performance of all obligations, until the amount of any unpaid balance for the purchase of the goods and/or equipment is paid in full, including any additional indebtedness incurred and any extensions and renewals of the obligations and any future advances. Customer consents to J&J Vision filing any documents, including financial statements, under the Personal Property Security Act (Ontario), and other comparable provincial statutes, as applicable, and agrees to execute any documents, which may be necessary to protect J&J Vision’s property interest in the goods.
INDEMNIFICATION: Customer shall defend, indemnify and hold harmless J&J Vision, its affiliates, directors, officers and employees from and against any and all claims, suits, actions, causes of actions or liability of any kind for damages, losses, expenses and costs, including reasonable legal fees and disbursements arising out of or in way connected with: (a) any and all breaches by Customer of any representations, warranties, covenants, terms or obligations pursuant to the Agreement or these Terms; and, (b) the negligence, willful misconduct or fraud of Customer or its representatives in connection with the Agreement or these Terms. This indemnity shall survive the termination or expiration of the Agreement.
PRICES: PAYMENT: TAXES: Prices quoted shall remain valid for a period of thirty (30) days from submission to Customer and thereafter are subject to change by J&J Vision. Payment to J&J Vision may be made by electronic bank transfer, or to the extent authorized by J&J Vision in writing, by cheque, direct debit, or credit card. Cash payments will not be accepted. Terms of payment are net 30 days from the date of the invoice, unless otherwise agreed upon by J&J Vision in writing. J&J Vision reserves the right to charge a late payment fee, in the event that payments fail to comply with the Terms. J&J Vision reserves the right, without notice, to deny credit cards as a valid form of payment and hold orders for Customers with past due balances. Invoices are payable in full and no deductions or set-offs are permitted by Customer without first obtaining prior written authorization from J&J Vision. Without limiting J&J Vision’s other legal rights, J&J Vision may exercise a right of set-off against amounts due to Customer, including for credits from returned goods, from amounts owed to J&J Vision by Customer. In addition, J&J Vision reserves all other rights granted to a seller pursuant to applicable laws for Customer’s failure to pay for the goods or services or for other breach by Customer of the Terms. Such rights include, but are not limited to, the right to suspend deliveries in whole or in part until such amount is paid. Customer agrees to reimburse J&J Vision for any and all expenses J&J Vision may incur, including reasonable legal fee, in taking any action to collect any amount due J&J Vision. These shall be added to the purchase price amounts equal to any applicable sales, use or equivalent taxes, including, without limitation, all applicable GST and QST on all goods delivered and delivery costs related thereto, unless Customer provides J&J Vision with an appropriate exemption certificate.
CANCELLATION: Cancellation or modification of orders is subject to J&J Vision’s prior written consent by an authorized representative in each instance.
RISK OF LOSS: Risk of loss and damage to the goods shall pass to Customer when delivered to the Customer at an agreed upon location, except for equipment that requires installation, in which case, risk of loss and damage shall pass to Customer following the installation thereof.
ORDER ACCEPTANCE: J&J Vision reserves the right to accept or reject any order. On orders for non-stock goods, or special orders, or where manufacturing processes make it difficult to provide the exact quantity specified, J&J Vision reserves the right to under ship or over ship and invoice Customer accordingly, provided that such under shipment or over shipment does not exceed 10% of the total quantity ordered by Customer.
MODE OF PACKAGING OR SHIPMENT; DESIGN CHANGES: J&J Vision reserves the right to pack or ship orders in the most economical manner. However, where Customer requests special packaging, or shipping, any additional costs will be billed to and be the responsibility of the Customer. J&J Vision reserves the right to alter, modify or redesign its goods without any obligation to replace previous shipment(s) to Customer.
DELIVERY: Customer is advised that quoted ship dates are approximate only, based on estimates at the time of quotation and that J&J Vision will devote commercially reasonable efforts to meeting such schedules. However, J&J Vision assumes no liability for additional costs or damages resulting from late deliveries. Time for delivery shall not be of the essence. All shipment of goods will be DAP (Delivered at Place). Title and risk shall pass from J&J Vision to Customer at the time when the goods are delivered to Customer’s delivery location. The foregoing does not apply to equipment that requires installation or goods delivered on consignment.
NO LICENSE: The sale of goods covered by this invoice shall not confer upon Customer any license to manufacture under any patents or proprietary rights owned or controlled by J&J Vision, its subsidiaries, parents, affiliates or suppliers, it being specifically understood and agreed that all such rights are reserved to J&J Vision, its subsidiaries, parents, affiliates or suppliers.
PERSONAL DATA: J&J Vision may store personal data with its affiliates at locations around the world. Any such storage and use of personal data is subject to J&J Vision ensuring adequate data protection to meet applicable legal requirements. These Terms shall be subject to J&J Vision’s then-current Privacy Policy which can be accessed at: https://www.jnjvisionpro.ca/privacy-policy and may be updated from time to time.
DISPUTES & GOVERNING LAW: Notwithstanding place of execution or performance, the Terms shall be governed by and construed and enforced in accordance with the provincial laws of Ontario and the federal laws of Canada, irrespective of laws regarding choice or conflict of laws.
ENTIRE AGREEMENT: HEADINGS: VALIDITY: Customer acknowledges that it has not been induced to purchase goods or services from J&J Vision by any representation or warranty not set forth in this invoice. Subject to the Agreement between J&J Vision and Customer, this invoice contains the entire agreement of J&J Vision and Customer concerning the goods or services and supersedes all other oral or written communication between them concerning its subject matter. J&J Vision specifically disclaims any terms and conditions appearing on a purchase order or similar document issued by Customer, which shall not be binding on J&J Vision regardless of when received by J&J Vision. This invoice shall not be modified in any way except by a writing signed by J&J Vision and Customer. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision; if any provision herein shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired. No waiver by J&J Vision of any breach by the Customer of the Terms shall be considered as a waiver of any subsequent or ongoing breach of the same or any other provision.