Introduction

These Terms and Conditions (“Terms”) govern all purchases of products (“Products”) offered for sale by BioWound Solutions, Inc. (“BioWound Solutions”), a Nevada corporation. By purchasing Products from BioWound Solutions, the purchaser (“Customer”) agrees to be bound by these Terms.

Unless superseded by a separate, written agreement executed by a duly authorized representative of BioWound Solutions, these Terms apply to all transactions between BioWound Solutions and Customer. BioWound Solutions reserves the right to revise or update these Terms at any time, with or without notice, effective upon posting on its website at www.biowoundsolutions.com (“Website”).

BioWound Solutions and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”

Fulfillment of Orders

Orders. Upon acceptance of an order (“Order”) placed by Customer, BioWound Solutions shall issue an invoice (“Invoice”) identifying the Products ordered and the balance due.

Order Cancellation and Changes. BioWound Solutions reserves the right, in its sole discretion, to refuse, reject, cancel, or limit any Order, in whole or in part, for any reason (“Rejection”). Rejection of an Order shall not relieve Customer of any obligations accrued prior to the date of Rejection. Customer-requested changes or cancellations require written approval from BioWound Solutions and may be subject to additional charges.

Shipping Procedures. BioWound Solutions will promptly package and ship Products listed on the Invoice using second-day delivery and provide tracking information as available from the carrier.

Risk of Loss. Title and risk of loss for Products pass to Customer upon delivery to the shipping carrier.

Separate Sales. Each delivery constitutes a separate sale. Any delay or default in one delivery shall not affect Customer’s obligations for subsequent deliveries.

Customer Acceptance; Returns and Exchanges

Acceptance. Customer must notify BioWound Solutions in writing within five (5) business days of delivery regarding any short delivery or defects reasonably discoverable upon inspection. Absent such notice, Products will be deemed accepted. BioWound Solutions’ sole obligation shall be, at its discretion, to replace defective Products or refund the purchase price.

Returns and Exchanges. BioWound Solutions generally does not accept returns or exchanges. Exceptions may be granted at BioWound Solutions’ discretion, provided returned Products are undamaged and maintain a documented chain of custody. Products that are expired, overstocked, undersold, or damaged by third parties are not eligible for return.

Prices and Payment

Prices. Orders will be invoiced at the prices in effect when accepted. BioWound Solutions may change prices at any time prior to Order acceptance.

Taxes. Customer is responsible for all applicable taxes and fees, except taxes based on BioWound Solutions’ income. Valid tax exemption certificates must be provided upon request.

Payment. Unless otherwise stated on the Invoice, payment is due within sixty (60) days from shipment. Disputed amounts must be raised in writing before the due date. Invoices and payments may be accessed via BioWound Solutions’ payment portal (“Payment Portal”). Late payments may accrue interest at 1.5% per month (or the maximum rate permitted by law). BioWound Solutions may suspend deliveries for nonpayment. Customer shall reimburse BioWound Solutions for costs incurred in collection, including attorneys’ fees.

Product Changes; Suspension

BioWound Solutions may modify available Products or specifications without notice, provided such changes do not materially affect performance. Deliveries may be suspended or discontinued if BioWound Solutions determines that manufacturing, sale, or use of a Product would violate any third-party rights.

Product Usage and Restrictions

Customer acknowledges that:

  • Product use is at the discretion of the treating provider in accordance with professional medical judgment.
  • Products must be used strictly per labeling and instructions.
  • Products must be handled safely and disposed of in compliance with applicable regulations.

Customer may not resell, export, or redistribute Products. Unauthorized resale shall constitute grounds for immediate termination of deliveries and agreements with Customer.

Accuracy of Information

The Website may contain errors or omissions related to Product descriptions, pricing, or availability. BioWound Solutions reserves the right to correct such errors and cancel Orders based on inaccurate information.

Discount Disclosure

The Parties intend to comply with the federal Anti-Kickback Statute’s safe harbor for discounts under 42 C.F.R. § 1001.952(h). Applicable discounts will be reflected on Invoices, and Customer remains responsible for appropriate recordkeeping and reporting.

Warranty

BioWound Solutions warrants title to Products sold. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BIOWOUND SOLUTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any manufacturer warranties are the sole responsibility of the manufacturer.

Limitation of Liability

Customer assumes all responsibility for use of Products after delivery. IN NO EVENT SHALL BIOWOUND SOLUTIONS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION. BioWound Solutions’ liability shall not exceed the purchase price paid for the Products at issue.

Compliance with Laws; Confidentiality

Both Parties shall comply with all applicable laws and regulations. Customer shall treat all proprietary or confidential business information received from BioWound Solutions, including pricing, as strictly confidential and shall not disclose it except as permitted by law or expressly authorized by BioWound Solutions.

Indemnification

Customer shall indemnify and hold harmless BioWound Solutions, its affiliates, officers, employees, and agents against all claims, losses, damages, or expenses arising from Customer’s use of Products or breach of these Terms.

Independent Relationship

These Terms do not create a partnership, joint venture, or agency relationship. Customer is an independent purchaser of Products.

Technical Assistance

At Customer’s request, BioWound Solutions may provide technical information from manufacturers. Such assistance is advisory only, and Customer assumes all risks associated with its use.

Notices

All notices must be in writing and delivered by personal delivery, courier, certified mail, or facsimile with confirmation.

If to BioWound Solutions:
BioWound Solutions, Inc.
5955 Edmond St
Las Vegas, Nevada 89118

Miscellaneous

Entire Agreement. These Terms, together with any Invoice or written agreement between the Parties, constitute the entire agreement. They supersede all prior or contemporaneous discussions, negotiations, proposals, or communications, whether written or oral, regarding the subject matter herein. No additional or conflicting terms included in Customer purchase orders, acknowledgments, or other documents shall be binding on BioWound Solutions unless expressly agreed to in writing by a duly authorized officer of BioWound Solutions.

Force Majeure. Neither Party shall be liable for delays or failures in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to fire, flood, earthquake, explosion, strike or labor dispute, act of God, acts of government, war, terrorism, civil disorder, supply chain disruptions, power outages, or failures of transportation or communication systems. In such cases, the affected Party shall provide prompt written notice and shall be excused from performance for the duration of the delay. BioWound Solutions, in its discretion, may allocate available Products among customers in a fair and reasonable manner during periods of shortage.

Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to conflict of law principles. Any disputes, claims, or legal proceedings arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Nevada. Each Party hereby irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

No Waiver. The failure of BioWound Solutions at any time to require performance of any provision of these Terms shall not affect the right to require such performance at any later time. A waiver of a breach of any provision shall not be deemed a waiver of any subsequent breach. All rights and remedies provided by BioWound Solutions are cumulative, and the exercise of one right or remedy shall not preclude the exercise of any other.

Assignment. Customer may not assign, transfer, or delegate its rights or obligations under these Terms, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of BioWound Solutions. Any attempted assignment without such consent shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible or, if incapable of enforcement, deemed modified or severed from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected or impaired in any way.

Headings. Section titles and headings in these Terms are for convenience only and shall not affect the meaning, interpretation, or construction of any provision.

Survival. Any provisions of these Terms which by their nature should survive termination, cancellation, or expiration (including but not limited to Limitation of Liability, Indemnification, Confidentiality, and Governing Law) shall remain in effect notwithstanding termination.