Terms of Sale

1. Applicability

These Terms of Sale apply to purchases of MIRARI® products from General Vibronics, Inc. ("GVI") through this website unless a separately executed written agreement applies.

2. Eligibility

Purchaser represents that Purchaser is legally eligible to purchase or order the Product and that all credentialing information supplied to GVI is accurate and current.

3. Order Acceptance

Submission of an order request through this website constitutes an offer to purchase and does not constitute acceptance by GVI.

GVI may verify purchaser credentials, Product availability, payment information, shipping eligibility, and regulatory requirements before accepting an order.

GVI may reject or cancel an order prior to acceptance where reasonably necessary for legal, regulatory, credentialing, Product-availability, fraud-prevention, credit, safety, or compliance reasons.

An order is accepted only when GVI issues a written order acceptance to Purchaser.

4. Prices and Taxes

Purchaser agrees to pay the price stated in the applicable GVI invoice or accepted quotation.

Unless expressly stated otherwise, prices exclude applicable sales, use, shipping, handling, and similar charges.

5. Payment

Following credential verification, GVI will issue an invoice. Payment is made by bank wire transfer in accordance with the payment instructions included in the invoice.

Issuance of an invoice and receipt of payment do not, by themselves, constitute GVI's acceptance of an order. If GVI does not accept an order for which payment has been received, GVI will refund the amount received.

6. Shipping

Shipping availability and delivery estimates are subject to Product availability, credential verification, payment confirmation, order acceptance, and applicable distribution restrictions.

Estimated delivery dates are not guaranteed unless expressly agreed in writing.

7. Inspection

Purchaser should inspect shipments promptly following delivery and notify GVI of shipping damage, shortages, or incorrect Products in accordance with the applicable claims procedure.

8. Authorized Use

Purchaser agrees that the Product will be used, maintained, and operated in accordance with applicable Product labeling, IFU, warnings, precautions, contraindications, and applicable law.

9. Product Integrity

Purchaser shall not remove, alter, obscure, or misrepresent Product labeling, UDI information, serial numbers, safety warnings, prescription status, or regulatory information.

10. Unauthorized Modification

Purchaser shall not modify or service the Product contrary to manufacturer instructions or use unauthorized components where doing so could affect Product safety, performance, or regulatory status.

11. Resale and Distribution

Purchase does not automatically confer distributor, reseller, dealer, or representative status.

Unless separately authorized in writing, Purchaser shall not represent itself as an authorized GVI distributor, representative, or agent.

12. Intellectual Property

MIRARI®, associated trademarks, Product names, logos, images, documentation, software, and proprietary materials remain the property of GVI or their respective owners.

Purchase of a Product does not transfer ownership of GVI intellectual property.

13. Export

Products purchased for the U.S. market may not be exported, re-exported, diverted, or commercially distributed outside authorized territories except in compliance with applicable laws and regulatory requirements.

14. Product Complaints

Purchaser agrees to notify GVI promptly of known Product complaints, suspected malfunctions, or safety issues through GVI's designated complaint-handling channel.

15. No Reimbursement Guarantee

Purchase is not contingent upon insurance reimbursement unless expressly agreed by GVI in writing.

GVI makes no guarantee that any payer will reimburse the Product or services associated with its use.

16. Warranty and Returns

Applicable warranty, replacement, return, and refund rights are governed exclusively by GVI's Warranty & Return Policy, which is incorporated into these Terms. Approved returns of non-defective Products are subject to a 15% restocking fee as described in that policy.

17. Disclaimer of Other Warranties

THE LIMITED WARRANTY AND 90-DAY DEFECT REPLACEMENT DESCRIBED IN GVI'S WARRANTY & RETURN POLICY ARE THE ONLY WARRANTIES GVI PROVIDES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GVI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. No oral or written information or statement by any GVI employee, distributor, or representative creates any additional warranty.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) GVI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE PRODUCT OR THESE TERMS, EVEN IF GVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(b) GVI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCT OR THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY PURCHASER TO GVI FOR THE PRODUCT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits GVI's liability for death or personal injury caused by GVI's negligence, for fraud, or for any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to Purchaser.

19. Indemnification by Purchaser

To the extent permitted by applicable law, Purchaser shall defend, indemnify, and hold harmless GVI and its officers, directors, employees, and agents from and against third-party claims, losses, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) to the extent arising from: (a) inaccurate or false credential or eligibility information supplied by Purchaser; (b) Purchaser's use, operation, maintenance, or prescription of the Product contrary to its labeling, IFU, warnings, precautions, or contraindications; (c) Purchaser's unauthorized modification, resale, or export of the Product; or (d) Purchaser's violation of applicable law or of these Terms. This Section does not apply to the extent a claim results from GVI's own negligence or willful misconduct.

20. Force Majeure

GVI shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government action, labor disputes, carrier delays, supply shortages, or utility or communications failures. GVI will notify affected purchasers of material delays.

21. Governing Law and Venue

These Terms, and any dispute arising out of or relating to them or to the Product, shall be governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules, except to the extent superseded by applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction over any such dispute, and each party consents to the personal jurisdiction of those courts, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

22. Changes to These Terms

GVI may update these Terms from time to time by posting a revised version on this website with a new "Last Updated" date. The version of the Terms accepted by Purchaser at the time an order request is submitted governs that order.

23. Entire Agreement

These Terms, together with GVI's order acceptance, invoice, written Limited Warranty, and the policies referenced in these Terms, constitute the entire agreement between GVI and Purchaser regarding the purchase of the Product and supersede any conflicting terms in Purchaser's purchase order or other documents, unless GVI expressly agrees otherwise in writing.

24. Severability

If any provision is determined to be unenforceable, the remaining provisions shall remain effective to the extent permitted by law.

25. Conflict With Written Agreement

Where GVI and Purchaser have entered into a separately executed written agreement, that agreement controls to the extent of an express conflict with these website Terms.

26. Contact

General Vibronics, Inc., 1615 East Warner Road, Suite #4, Tempe, Arizona 85284 · contact@generalvibronics.com