Terms and Conditions

The following Terms and Conditions apply to the purchase of Covalon Products.

“1. Definitions.

In these Terms and Conditions, the capitalized terms mean the following:

“Agreement” means the Order Confirmation of Products to be purchased from Covalon, the invoice from Covalon and these Terms and Conditions.

“Products” means the Covalon products that the Purchaser purchases from Covalon, as outlined on the Order Confirmation provided by Covalon.

“Purchaser” means the purchaser of the Products listed on the Order Confirmation.”                                                                                                                                             

“2. Purchases of Product.

Quotations from Covalon shall outline pricing for Products for the volumes requested, and all orders from Purchasers for Products are required to: i) reference the Quotation number; ii) identify the Products and unit quantities to be purchased, and iii) are subject to written confirmation by Covalon (“Order Confirmation”). Quotations constitute an invitation to purchase only, and neither a quotation nor any purchase order from Purchaser shall be deemed to form part of the Agreement.”                                                                                                                                                             

“3. Cancellations.

Purchaser may cancel any order prior to receipt of an Order Confirmation from Covalon. Following receipt of an Order Confirmation from Covalon, cancellation of an order for Product prior to delivery shall result in a re-stocking fee of fifteen percent (15%). After Products have been shipped, orders are non-refundable. All orders are subject to the terms and conditions attached to the Order Confirmation.”                                                                                                                                                                      

“4. Changes to Design.

Covalon reserves the right to make changes and improvements in the design and specifications of its Products without notice or obligation to Purchaser.”                                                                                                                                                               

“5. Delivery, Transfer of Title, and Risk of Loss.

Any delivery date referenced in an Order Confirmation is approximate and does not constitute a guarantee of the date of delivery. For all purchases, Covalon agrees to arrange for shipment of the Products to such locations as Purchaser may specify, and as confirmed in the Order Confirmation. Delivery is Ex Works (as defined in the International Chamber of Commerce Official Rules for the Interpretation of Trade Terms, commonly known as Incoterms 2020) Covalon’s manufacturing facilities, or as designated by Covalon. Purchaser shall be deemed to have accepted the Products and shall assume all risk of loss and damage to the Products upon such delivery. Title in the Products shall pass to Purchaser upon delivery. In the absence of shipping instructions from Purchaser, Covalon shall select methods and routes of shipment, but shall neither assume liability in connection with shipment nor constitute any carrier as its agent.”                                                                                                                                                                     

“6. Prices and Payment Terms.

The price for Products ordered shall be as outlined in the Order Confirmation. Price quotations automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. While Covalon will use reasonable efforts to update its websites for pricing, pricing on its websites may not be current and Covalon reserves the right to revise Product prices due to such factors as Covalon’s cost, change in market conditions, or any other causes beyond the Covalon’s reasonable control. Prices for Products are shown for delivery ExWorks. All sales tax or similar taxes, duties, costs of shipping, transportation, freight, insurance, and similar items are the responsibility of Purchaser and will be added to the invoice at the time of purchase. Unless otherwise determined by Covalon in its discretion, invoices are payable NET 30. Payments shall not be deemed to have been made until the payment is received in full by Covalon.”                                                                                                                                                               

“7. Reports.

Purchaser agrees to report to Covalon any information concerning any side-effect, injury, toxicity or sensitivity reaction, or any other unexpected incidence and the severity thereof, associated with the Product, whether or not determined to be attributable to the Product, or any other information which may suggest that the Product is or may be defective, adulterated or misbranded.”                                                                                                                                                                  

“8. Covalon’s Warranties.

Covalon warrants that each Product shall be free from manufacturing, material, or design defects for its approved use in the jurisdiction of the sale by Covalon, and for the shelf life of the Products marked on the Product packaging. Covalon’s sole obligation and liability, and Purchaser’s only remedy either under the warranty given, or as a result of any Product recall ordered by federal, state, provincial or local governmental authorities of competent jurisdiction, shall be to replace any Products which Covalon determines to be defective. In order to return any product to Covalon, Purchaser shall be required, as a condition of this warranty:

(i) to ship the defective Products to Covalon’s designated manufacturing facility; and

(ii) include a written description of the claimed defect with the returned Products. The warranty given by Covalon shall not apply to defects resulting from

(i) improper use, including off-label or unapproved use, or abuse of the Products; or (ii) causes external to the Products, such as, but not limited to transportation, fluctuations of humidity or temperature in excess of specified tolerance levels, or damage caused by natural disasters or other force majeure cause.”                                                                                                                                                             

“9. LIMITATION OF WARRANTY AND LIABILITY.

1. COVALON’S WARRANTIES CONTAINED IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, OBLIGATIONS, WARRANTIES, CONDITIONS OR GUARANTEES, EXPRESS OR IMPLIED. COVALON EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER COVALON NOR ANY OF AFFILIATES, SUPPLIERS OR SUBCONTRACTORS ASSUMES, OR AUTHORIZES ANY PERSON TO ASSUME ON ITS BEHALF, ANY OTHER WARRANTY, CONDITION, GUARANTEE OR OBLIGATION.
2. COVALON SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR OTHER BUSINESS LOSSES OR FOR ANY CLAIM OR DEMAND AGAINST PURCHASER BY ANY THIRD PARTY. IN NO EVENT SHALL COVALON BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS PURCHASED UNDER THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE AND WHETHER OR NOT COVALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.”

“10. Purchaser Warranties. Purchaser warrants that:

a. It shall not use, or permit the use of the Products in any way whatsoever that is not in accordance with:

(i) the terms of this Agreement;

(ii) the applications and indications for use specified in any Covalon approved Product specifications, labels, materials and/or literature; and

(iii) all applicable laws and regulations of the Food and Drug Administration (FDA) or other applicable regulatory body in the jurisdiction in which the Products are used; and

b. It is purchasing the Products for its own use, and shall not market, distribute or resell the Products, or permit the marketing, sub-distribution, or resale of the same.”                                                                                                                                                                      

“11. Force Majeure.

Covalon shall not be liable for failure or delay to deliver or performance of any of its other obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control including, without limitation, natural disasters, pandemics, serious disease infection or epidemics, strikes, failures of public utilities or common carriers, acts of war, or intervention, acts restraints or regulations of any governmental authority, including compliance with any order of any governmental considerations; provided that Covalon shall continue performance upon such causes being removed.”                                                                                                                                                                   

“12. General.

The order, invoice and these Terms and Conditions contain the entire agreement between Covalon and the Purchaser in respect of the purchase and sale of the Products stated on the Order Confirmation. In the event of any inconsistency between the terms of any order, Order Confirmation invoice or other written document or communication and these Terms and Conditions, these Terms and Conditions shall prevail, unless there is specific reference to overriding these Terms and Conditions. The failure by Covalon to exercise any of its rights under this Agreement shall not operate as a waiver of such rights. The headings for the different sections herein are for convenience only and shall not affect the construction or interpretation of the provisions of this Agreement. If any provision of these Terms and Conditions is deemed invalid or unenforceable by any court of competent jurisdiction for any reason, the remainder of this Agreement shall continue in full force and effect. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and be independent of every other provision of this Agreement.”                                                                                                                                                             

“13. Governing Law.

This Agreement shall be governed by and interpreted exclusively in accordance with the laws of the State of New York. All disputes arising in connection with this Agreement are subject to the exclusive jurisdiction of the courts located in the State of New York. Covalon and the Purchaser hereby submit to such jurisdiction for the resolution of any disputes.”                                                                                                                                                                     

“14. Notice.

All notices or other communications under this Agreement shall be given in writing by personal delivery or courier addressed to Covalon and Purchaser, at the address provided on the invoice, and such notice shall be deemed to have been received when delivered received by personal delivery or courier prior to 4:00 p.m. on a business day in the jurisdiction of the recipient and otherwise on the next business day.”                                                                                                                                                              

“15. Entire Agreement.

This Agreement constitutes the entire agreement between Covalon and the Purchaser with respect to the Products purchased, and supersede all negotiations and discussions with respect thereto, whether oral or written, and whether express or implied. No amendment or modification of any provision of this Agreement shall be binding on Covalon unless signed by an authorized representative of Covalon.”