Terms and Conditions of Sale

The Flume Catheter Company Inc.
Principal Place of Business: 2825 E. Cottonwood Parkway, Suite 500, Office 524, Salt Lake City, UT 84121
Effective Date: [Insert Date]

These Terms and Conditions of Sale (“T&Cs”) apply to all sales of products (“Products”) by The Flume Catheter Company Inc. (“Supplier”) to any purchaser (“Purchaser”). By placing an order with Supplier, Purchaser agrees to be bound by these T&Cs.

1. Product Description

The Products covered by these T&Cs include the FLUME catheter, a Class II indwelling urinary catheter with FDA 510(k) clearance. Specifications and intended use details are provided with the Product’s Instructions for Use (IFU).

2. Orders and Acceptance

2.1 Orders: Purchaser shall submit purchase orders (“Orders”) in writing, specifying quantities, requested delivery dates, and shipping details. Orders are subject to acceptance by Supplier.

2.2 Acceptance: Supplier reserves the right to accept or reject any Order. An Order is binding only when confirmed in writing by Supplier or its authorized logistics provider.

2.3 Changes and Cancellations: Once accepted, Orders may not be changed or cancelled without Supplier’s prior written consent.

3. Pricing and Payment

3.1 Pricing: Prices are specified in Supplier’s pricing schedule or as otherwise agreed in writing. Prices are exclusive of taxes, shipping, and handling fees unless otherwise stated.

3.2 Taxes: Purchaser is responsible for all applicable taxes, including sales, use, and value-added taxes, except for taxes based on Supplier’s income.

3.3 Payment Terms: Payment is due within 30 days of the invoice date. Invoices will be issued by Supplier’s authorized third-party logistics provider, Life Science Logistics (LSL). Payments must be directed to LSL as specified on the invoice.

3.4 Late Payments: Late payments will incur interest at a rate of 1.5% per month or the maximum allowable rate under applicable law. Supplier may suspend deliveries for unpaid invoices.

4. Delivery and Risk of Loss

4.1 Delivery: Supplier (via LSL) will deliver the Product FOB Destination to the location specified in the Order. Delivery dates are estimates and not guaranteed.

4.2 Risk of Loss: Title and risk of loss transfer to Purchaser upon delivery of the Product.

4.3 Inspection and Acceptance: Purchaser shall inspect the Product within 10 days of delivery. Any claims for nonconforming or defective Products must be made in writing within this period. Failure to notify constitutes acceptance of the Product.

5. Product Warranty

5.1 Warranty: Supplier warrants that the Product will:

  • Conform to the specifications provided;

  • Be free from defects in materials and workmanship; and

  • Remain fit for use until the expiration date noted on the labeling (minimum of 12 months and maximum of 24 months).

5.2 Exclusions: The warranty does not cover:

  • Misuse, alteration, or modification of the Product;

  • Failure to follow the Instructions for Use (IFU); or

  • Damage caused by external factors outside Supplier’s control.

5.3 Remedies: Supplier’s sole obligation under this warranty is to replace or refund the purchase price of any defective Product.

5.4 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability

6.1 Liability Cap:

To the fullest extent permitted by law, Supplier’s total aggregate liability for any claim arising from or related to the Products, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (i) $100,000 or (ii) 10 times the amount paid by Buyer for the specific Products giving rise to the claim.

6.2 No Consequential Damages: Supplier shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to lost profits, loss of business, or reputational harm, even if advised of the possibility of such damages.  Nothing in this Agreement shall limit liability to the extent prohibited by applicable law, including liability for death or personal injury caused by Supplier’s gross negligence or willful misconduct

7. Indemnification

7.1 Supplier Indemnity: Supplier shall indemnify and defend Purchaser against any claims arising from:

  • Defects in the Product;

  • Failure of the Product to comply with applicable FDA regulations; or

  • Infringement of third-party intellectual property rights, except where caused by Purchaser’s misuse or modifications.

7.2 Purchaser Indemnity: Purchaser shall indemnify Supplier for claims arising from:

  • Misuse, unauthorized modification, or improper use of the Product; or

  • Any violation of these T&Cs.

8. Recalls and Corrective Actions

In the event of a recall of the Product, whether required by the FDA or initiated voluntarily, Supplier shall bear the costs associated with retrieval, replacement, and notification, except to the extent such recall arises from Purchaser’s misuse or negligence.

9. Intellectual Property

Supplier retains all intellectual property rights related to the Product, including patents, trademarks, and trade secrets. Purchaser may not reverse-engineer, modify, or reproduce the Product.

10. Compliance with Laws

Supplier warrants that the Products are manufactured in compliance with all applicable U.S. federal, state, and local laws and regulations, including FDA requirements.

11. Governing Law and Dispute Resolution

These T&Cs shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles. Any disputes arising out of these T&Cs shall be resolved through binding arbitration in Salt Lake City, Utah under the rules of the American Arbitration Association (AAA).

12. General Provisions

12.1 Amendments: Supplier may amend these T&Cs at any time, with updates posted on Supplier’s website.

12.2 Force Majeure: Supplier is not liable for delays or non-performance caused by events beyond its reasonable control, including natural disasters, governmental actions, or supply chain disruptions.

12.3 Entire Agreement: These T&Cs, together with the Order and invoice, constitute the entire agreement between the parties.

12.4 Severability: If any provision of these T&Cs is found to be invalid, the remaining provisions shall remain in full force and effect.

12.5 Notices: Any notices required under these T&Cs must be in writing and sent to Supplier at the address specified above.

Acceptance of Terms

By placing an Order with Supplier, Purchaser acknowledges and agrees to these Terms and Conditions of Sale.

For the latest version of these Terms and Conditions of Sale, please visit:
[https://www.flumecatheter.com/termsandconditions]