CONDITIONS OF SALE AND DELIVERY

The following terms and conditions will apply to the sale by Visual Footcare Technologies, LLC (“Visual Footcare”) to the buyer ("Buyer"), of any products (the "Product(s)") sold by Visual Footcare on this website, unless modified by a separate written agreement between Visual Footcare and Buyer, and Visual Footcare expressly conditions its sale of the Products on Buyer’s assent to these terms notwithstanding any differences, additions or conflicting terms contained in terms proposed by Buyer. The Buyer may not act as a distributor of the Products purchased hereunder without the express written agreement of Visual Footcare.

1. PRICES.  All orders are placed directly on the Visual Footcare web site. All orders will be confirmed by Visual Footcare in writing via email. Quoted prices are for the products and packaging, excluding freight. Prices for shipping and handling are quoted separately and added to the product price. The relevant prices are shown on the Visual Footcare web site. Prices may be changed by Visual Footcare at any time.  Prices quoted elsewhere such as in advertisements, mailings, catalogs etc. are non-committal and non-binding.  Prices do not include, and Buyer will pay or reimburse Visual Footcare for, any and all taxes (other than Visual Footcare’s income taxes) and other governmental fees, assessments, duties and charges that are payable as a result of this transaction. Buyer shall be responsible for maintaining current state tax exemption certificates where applicable, and shall forward copies to Visual Footcare upon request.
2. SHIPMENTS, DELIVERY AND INSPECTION.  Visual Footcare will use its best efforts to meet the estimated dates given, but does not guarantee to do so.  All material with destinations within the US will be shipped via UPS with no deliveries made over the weekend. Visual Footcare is not responsible for any loss, damage, or delay which may occur after carrier has accepted goods for shipment. Any claims relating thereto should be made to the carrier.  All delivery obligations of Visual Footcare are subject to "while stocks last". Visual Footcare is, therefore, entitled to cancel or backorder a delivery when available stock has been temporarily depleted. The Buyer shall have no claim for damages or any other compensation if any of the above events cause Visual Footcare’s withdrawal and/or cancellation of an agreement. Buyer will promptly inspect all Products delivered to it. Any claim against Visual Footcare under the Warranty in Section 5 below or otherwise for shortages or for damages to or defects in the delivered Products that are observable in a reasonable visual inspection will be deemed waived unless the claim is made to Visual Footcare within 30 days after such delivery. Buyer shall request any proof of delivery within 30 days of delivery.
3. PAYMENTS.  The Buyer pays via credit card (Visa/MasterCard and American Express) or such other method approved by Visual Footcare in writing. If the full payment of the purchase price is not received when due as specified by Visual Footcare or, if not so specified, within 30 days after the shipment date, Visual Footcare reserves the right to charge interest on any unpaid balance at a rate of up to 1½% per month (or the highest rate permitted by applicable laws, if lower) from the due date. Buyer also agrees to pay all collection costs, expenses and reasonable attorney’s fees for collection of any amount due and unpaid. Visual Footcare may suspend or cancel deliveries of ordered Products if Buyer fails to pay when due any amount owed by it to Visual Footcare for any goods or services. Visual Footcare also reserves the right to require from Buyer, at any time, satisfactory assurance of performance of Buyer's payment obligations to Visual Footcare, and refusal or failure promptly to furnish such assurance will entitle Visual Footcare to suspend or cancel further deliveries to Buyer.
4. CANCELLATIONS AND RETURNS.  No products are to be returned to Visual Footcare without its written authorization. Authorization may be obtained if the product does not meet specification (see Warranty). Upon receipt of material from an authorized return, Visual Footcare will refund the Buyer the purchase price. Any unauthorized returns will be refused upon attempted delivery.  In the event of unfounded cancellation, Visual Footcare reserves the right to charge a restocking fee of 25% of the sales price.
5. WARRANTY, INSPECTION AND CLAIMS. Visual Footcare warrants exclusively to Buyer that each Product sold hereunder will be free from defects in material and workmanship under normal use, if used in accordance with its labeling for the period specified in the instructions, the packaging inserts or other documents accompanying the Product. Visual Footcare will have the right at its expense to inspect and have returned any Product claimed by Buyer to violate this "Warranty." Visual Footcare's sole obligation and Buyer's exclusive remedy for any breach of the Warranty will be the repair or replacement, at Visual Footcare's option, of the defective Product.  Any replacement or repaired Product will be covered by the Warranty only for the remainder of the original warranty period. If Visual Footcare determines that such repair or replacement is not economical or feasible or such remedy fails of its essential purpose, Buyer's exclusive alternate remedy and Visual Footcare's sole obligation for any such breach will be the return to Buyer of the purchase price paid to Visual Footcare for the Product, in which case Visual Footcare may repossess the Product. The Warranty will apply only if: the delivered Product is not altered or damaged and is properly installed, stored, handled, maintained and used in accordance with the Product's normal usage and any Visual Footcare published instructions; and Buyer notifies Visual Footcare of the defect in writing not more than one year after its delivery to Buyer and not more than 30 days after Buyer first learns of the defect.  EXCEPT FOR THIS EXPRESS WARRANTY AND VISUAL FOOTCARE'S STATUTORY WARRANTY OF GOOD TITLE, VISUAL FOOTCARE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS COVERED HEREBY INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF VISUAL FOOTCARE IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF VISUAL FOOTCARE EXCEPT TO THE EXTENT SPECIFICALLY STATED HEREIN.
6. LIMITS ON LIABILITY. IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, WILL VISUAL FOOTCARE BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COST OF "COVER" ARISING OUT OF THE SELECTION, ORDERING, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF VISUAL FOOTCARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR VISUAL FOOTCARE WILL NOT BE LIABLE FOR LOSS OF PROFITS, SAVINGS OR REVENUE; DAMAGE TO REPUTATION; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; AND THE CLAIMS OF THIRD PARTIES INCLUDING BUYER'S CUSTOMERS.
7. FORCE MAJEURE AND SHORTAGES. Visual Footcare will not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise carry out its obligations under this agreement due to causes beyond its control, and no such event will relieve Buyer of its obligations to make payments for other deliveries under this agreement. Visual Footcare reserves the right, in its sole judgment and without liability to Buyer, reasonably to allocate its available production capacity and Product inventories as may be necessary or equitable in the event of any shortages of production capacity or Products at any time.
8. DISCOUNTS AND REBATES. The dollar value of rebates (if any) provided by Visual Footcare to the Buyer are intended to be discounts or reductions in price in accordance with 42 U.S.C. Section 1320a-7b(b)(3)(A) and 42 C.F.R. Section 1001.952(h). Buyer has an obligation to report all such discounts and reductions in purchase price to the Department of Health and Human Services (“DHHS”) or other federal agency, state agencies, or other payers, as applicable. Customer may also be required to submit other information required by 42 C.F.R. Section 1001.952(h) to DHHS or other federal agencies, state agencies, or other payers, as applicable, upon request.
9. PRESCRIPTION LICENSES; INDICATION OF USE; PRESCRIPTION ONLY DEVICES. Any Buyer that is a healthcare provider will maintain all licenses and consents required for the purchase of prescription products, and upon reasonable notice Buyer shall furnish copies of such licenses to Visual Footcare.  All Products should only be used in accordance with their medical indications for use and in accordance with their instructions.  PressureStat and TempStat are Prescription-Only devices and can only be purchased with a valid prescription.  Sales to individual Buyers are conditioned upon Visual Footcare’s receipt of a valid prescription therefor. Invalid purchases are subject to cancelation by Visual Footcare.
10. EXPORT. Buyer will only sell Products into the territory or territories agreed by the parties. Buyer may not export Products without the express written agreement of Visual Footcare.
11. ASSIGNMENT. Any assignment of Buyer's rights or obligations hereunder will be void without Visual Footcare's written consent
12. MODIFICATION. These terms and conditions may be amended or terminated at any time by Visual Footcare. Further, Visual Footcare reserves the right to modify or discontinue any of its Products at any time.
13. THIRD PARTY BENEFICIARIES. Nothing in these terms and conditions is intended to benefit any person other than the Buyer and Visual Footcare.
14. GOVERNING LAW AND JURISDICTION. This agreement, and any claims or disputes related to this agreement, will be governed by the laws of the state in which the Visual Footcare facility to which the Buyer purchase order is addressed or sent. Such laws shall exclude conflict of law provisions and, with respect to a U.S. state, the U.N. Convention on Contracts for the International Sale of Goods. All actions or proceedings under or relating to this agreement will be resolved in a state, federal or comparable court located in that jurisdiction; provided, however, that in Visual Footcare's discretion such an action may be heard in some other place designated by it if necessary to acquire jurisdiction over third persons so that the dispute can be resolved in one action. Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court.

DISCLAIMER
The Comprehensive Diabetic Foot Exam and the products discussed and available for sale on this website have not been specifically approved by any governmental or private medical or health insurance organization for reimbursement or coverage. All advice provided about reimbursement, coverage, documentation or similar matters is not a guarantee of adequacy, coverage or reimbursement. The reader is advised to check with their various third-party payers to inquire about their reimbursement criteria and documentation requirements.