Omnia Medical, LLC

All sales by OMNIA MEDICAL, LLC (“Seller”) to the buyer identified on the accompanying sales order (“Buyer”) are subject to the following: 

1. Applicability – These terms and conditions of sale (these “Terms”), together with the accompanying sales order and/or invoice issued by Seller, comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2. DISCLAIMER OF WARRANTIES. THE GOODS ARE SOLD “AS IS.” SELLER DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

3. LIMITATION OF LIABILITY.  SELLER SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

4. Payment Terms - Payment in full is due thirty (30) days after the invoice date. In the event payment is not made when due, Buyer agrees to pay Seller interest of one and one-half percent (1.5%) per month (18% per annum) on the unpaid balance of the invoice from and after the date the payment is due. In addition, Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. 

5. Governing Law, Jurisdiction and Venue - All contracts made pursuant to these terms and conditions shall be deemed to be made in and shall be governed by the laws of the State of Ohio, without regard to conflict of law principles. The Cuyahoga County, Ohio Common Pleas Court shall have exclusive jurisdiction and venue over any claims, liabilities and/or disputes which may arise between Buyer and Seller, including from these Terms, and the parties consent to jurisdiction in that court.

6. Severability - If any provisions or a portion of these Terms is deemed invalid by a court having jurisdiction over the parties, it is the intention of Buyer and Seller that the remaining provisions remain fully effective.

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