These Terms and Conditions shall govern your company’s purchase of products and/or services from Cenmed Enterprises Inc. (“Cenmed” or “we” or “us”). Because our products and services are so diverse, our terms and conditions vary depending on the type of product or service you are ordering. These Terms and Conditions together with the Credit Application for a binding Agreement (“Agreement”) between you and Cenmed.
Note that if you are purchasing products and/or services that fall under multiple categories, more than one set of terms and conditions may apply to your order.
Please read the section “Which Terms and Conditions Apply to My Order” below carefully. They contain important information concerning customer’s (“Customer”, “you” or “your”) legal rights, warranties, obligations, and available dispute resolution remedies. They also provide that if Cenmed is unable to resolve any matter to Customer’s satisfaction, Customer exclusively agrees to the mediation and arbitration provisions set forth in this Agreement to decide the dispute and Customer agrees it shall bring its claim solely on an individual basis and not in a class action or representative proceeding.
There may also be additional terms called “Supplementary Terms” that aren’t set out below, but that may apply to your order, and you should review them prior to completing your transaction. We describe below where you can find Supplementary Terms. Our goal is to make your purchasing experience simple and transparent. So, if you are confused about which terms apply to your order, or if you have any other questions about any of our terms or your order, please call Customer Services at (800) 470-3570.
Which Terms and Conditions Apply to My Order?
General Catalogue Products: If you are purchasing a general catalogue product, these Terms and Conditions apply. In addition to the cenmedonline.com Terms and Conditions, extra terms will apply if (a) the product you are purchasing is an instrument requiring warranty or post warranty instrument services; or (b) the product you are purchasing is subject to Supplementary Terms.
Rights to Change: We reserve the right to correct typographical and printing errors. We reserve the right not to proceed with any order where we feel that it will put us, in a vulnerable position either financially or for any other justifiable reason. We will contact every customer placing an order to notify them of the cancellation providing a viable contact Email address has been given. We may not be prepared to incur extra expense, other than to use Email to cancel such an order.
Cancellation of an Order: We trust that for the majority of orders it will not be necessary to even consider cancellation, but this will be done should the need arise. All orders are electronically processed and forwarded to the warehouse immediately after the order is confirmed therefore, the window of opportunity to cancel an order is limited. Orders must be canceled BEFORE you receive the Payment accepted Email from us. No orders can be cancelled online. When an order is received, we immediately process it for shipment. If an item is not in stock and item has to be ordered from the manufacturer, we will not accept any cancellations outside of 24 hours if the item is already in transit. If the item is on a long-term backorder and you want to cancel, we can cancel the order if it has not shipped yet. If the window for cancelation is closed and you no longer want the item, a return has to be processed with a minimum 25% restocking fee (see below). In case we can cancel the order, you may still be responsible for shipping costs as well as handling fees, as well as other costs. All orders placed from Friday after 5 PM EST to Monday 9 AM EST can only be canceled under special circumstances the following business day (at the discretion of the order processing manager), as orders are processed over the weekend for shipment.
Prices: Prices listed are wholesale, do not always include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact customer service or check online at cenmedonline.com for current pricing. All prices are subjected to change without prior notice. Export orders may be subject to other special pricing. Cenmed reserves the right to accept or reject any order.
Sales Tax: Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
Warranty Coverage: Merchandise covered by a manufacturer's warranty is sold with the warranty by the manufacturer extended to the purchases. Other than applicable manufacturer's warranties, or as otherwise provided in these Terms and Conditions, there are no warranties, express or implied for any of our products, and we and our suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. A refund or an exchange of a defective product will be processed only if it is accompanied by the original sales invoice. All items must be in their original condition and must not be damaged upon return. The warranty is limited only to the original purchaser and is non-transferable.
Under NO circumstances will our liability exceed the amount of the original sale. Products damaged as a result of abuse, misuse, improper repairs or maintenance, improper installation, alteration, or modification will not be covered by the warranty. The warranty does not cover airfreight charges, labor expenses, or expenses resulting from errors. Our liability does not cover lost or stolen packages mailed back by the customer containing the items being claimed under warranty. Because the Customer is the shipper, he/she is the only one who can file any lost claim with the shipping company. Therefore, the claim must be coordinated and processed through the shipping company by the Customer.
Term of Agreement: This Agreement will continue in effect until either party send a written notice of termination to the other party, however, all pending or outstanding orders, refunds, or claims shall continue in effect pursuant to the terms of this Agreement.
Confidentiality: You agree to keep the terms of this Agreement confidential as well as all pricing, marketing, business methods, and other information (cumulatively “Confidential Information”) you learn or receive from us. Confidential Information does include information that is publicly available or which you developed or learned from a third-party source not under a requirement of confidentiality.
Non-Solicitation: During the term of this Agreement, and for a period of three (3) years thereafter, neither party shall directly or indirectly employ, solicit, or retain the services of the personnel of the other party, for its own benefit or for the benefit of another. Notwithstanding the foregoing, the provision shall not restrict in any way the right of either party to solicit generally in the media for required personnel, and shall not restrict employees, contractors, or other representatives of either party from pursuing on their own initiative employment or contract opportunities from or with either party.
Return and Refund Procedure: We will accept authorized returns within 7 calendar days of the purchase date IF the manufacturer approves the return. Authorized returns must be in the complete and original packaging. All authorized returns must be in their original condition, include all components. Return shipping is the responsibility of the Customer. We will not reimburse any return shipping charges incurred. All returned items must have the RA (Return Authorization) number written outside the shipping box prior to return. The RA Numbers can be obtained by calling or by sending an email to our Customer Service. Returned items without the RA numbers will not be accepted. All returns must be packaged properly. Please make sure to check if there are any special packaging instructions to ensure that no shipping damage will occur. We will not be responsible for damaged returns resulting from improper packaging. Hazardous items cannot be returned. In order to obtain a Return Authorization (RA) number, complete this form. Provide your order number, name, email address, phone number, and the item number you wish to return, along with a detailed explanation. RA numbers together with the return shipping instructions will be sent through email in 2-3 business days after receipt of the fully completed form. No returns will be accepted without an RA number. Once the return has been approved and processed, the refund will either be (a) credited to the credit card you used to buy the merchandise; (b) sent per you wire or ach instructions (less our wire or ach fees); or (c) sent by check to your designated address. You will receive a "credit approved" Email the day you are credited. Please be aware that your bank may take 4-7 business days to post the credit to your account or credit card. If you do not receive a credit after 30 days, please Email our returns department and we will respond to you immediately. A minimum of 25% restocking fee may be charged on all returns that are not the direct result of our error. The restocking fee may be greater depending upon the item and its respective manufacturer's restocking fees.
Dispute Resolution; Mediation; Arbitration: If a dispute or claim arises out of or relates to this Agreement including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Cenmed, or arising from or relating to any communication between Customer and Cenmed or its agents, or the breach thereof (cumulatively a “Dispute”), and if the Dispute cannot be settled through the good faith efforts of the parties, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court (in New Brunswick, New Jersey). Any Dispute that cannot be settled by mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall not award either party exemplary or punitive damages, and the parties shall be deemed to have waived any right to such damages. The prevailing party shall be entitled to request its reasonable attorney’s fees and costs incurred in connection with such arbitration.
The law of the State of New Jersey shall apply to this Agreement and any Disputes. Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Cenmed and Customer, including any disputes relating to or arising from any purchases made by Customer.
Limitation of Liability: Neither Cenmed or Customer shall be liable for any incidental, indirect, punitive, special or consequential damages, arising out of or in connection with this Agreement, or any product, service or information provided by one party to the other.
Neither party shall have any liability for the following: (a) loss of revenue, income, profit, or savings, (b) lost or corrupted data or software, loss of use of system(s) or network, or the recovery of such, (c) loss of business opportunity, or (d) business interruption or downtime.
The parties agree that their respective aggregate liability to one another (whether in contract, tort or otherwise) for all claims of liability arising out of, or in connection with this Agreement shall not exceed the amounts paid by Customer for the products, services, or information giving rise to such claim.
Supplementary Terms: If you are purchasing (a) certain products from Cenmed Enterprises, other Terms and Conditions for Customer may apply to your order. Please note that our product inserts and product pages also contain additional Supplementary Terms, not found here, that may apply to your order. If you have any questions or would like to receive a copy of particular Supplementary Terms, please contact Customer Services at (800) 470-3570.
Changes to this Agreement:We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate). If we modify the Agreement, the modified version will be effective upon your next order. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to order from us. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, terrorism, embargoes, labor disputes, pandemic, acts of any governmental body, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (collectively a "Force Majeure"). Failure or difficulty in making payment for any reason shall not be considered a Force Majeure event. Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than sixty (60) calendar days, the other party may immediately terminate the applicable order by giving written notice to the delayed party.
Assignment: You may assign this Agreement to: (i) succeeding parties in the case of a merger, acquisition or change of control; or (ii) if you are a supplier to a government agency; provided, however, that in each case, (a) Cenmed is notified in writing within sixty (60) calendar days of such assignment and (b) the assignee agrees to be bound by this Agreement. Cenmed may assign its rights and obligation under this Agreement without consent of the Customer. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
General Provisions: This Agreement is the entire agreement between the Customer and Cenmed relating to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation).
This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party. If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties. Nothing in the Agreement is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.