Centurion Select Terms and Conditions

1.        ORDERS. Customer (“Customer,” “You” and “Your”) may place orders with Centurion Service Group, LLC (“Centurion”, “We,” “Us,” and “Our”) through Centurion’s ordering process including by confirming an order through writing (including e-mail) in confirmation of a sales order, acceptance of an invoice, or as otherwise accepted by Centurion.  All prices are exclusive of sales, use, and other taxes and You are responsible for all taxes. Payment for orders must be made at the time the order is placed on the Centurion Select platform.   These Terms and Conditions apply to all products (“Products”) You may purchase from Us through our Centurion Select platform, whether on the date hereof or at any time in the future unless additional terms are offered at the time of a subsequent purchase. These Terms and Conditions are expressly limited to the provisions included herein, notwithstanding receipt of, or acknowledgment by, Centurion of any purchase order, specification, or other document issued by You. Any additional or different terms set forth or referenced in Your purchase order are hereby rejected by Centurion and shall be deemed a material alteration of these Terms and Conditions and shall not be a part of any resulting order.

2.        WARRANTIES. Centurion may provide a limited warranty for Products sold by Centurion, provided, however, it must be explicitly stated with the Product in the sales offer on the Centurion Select platform. Notwithstanding anything set forth on the Centurion Select platform, Customer's sole warranty remedy for Products is limited to any warranties that are expressly transferable under the original third-party seller agreement, if applicable. Centurion makes no warranty regarding the applicability or transferability of such third-party warranties. Centurion will facilitate transfer of applicable third-party warranties to the extent transferable but assumes no liability for such warranties or their enforceability. Any such warranties shall be limited as follows:

a.        New Products. Subject to the original manufacturers’ warranties which Centurion agrees to transfer to You to the extent applicable and transferable; and

b.         Pre-Owned Products. Subject to applicable third-party warranties which Centurion agrees to transfer to You to the extent applicable and transferable (i.e., transfer of warranties from third-party seller/distributor of the Products).  c.   Out of Scope.  Items sold through Centurion auctions are excluded from these Terms and Conditions and are subject to the Centurion’s Buyers Terms of Sale as presented through the bidding software and available here: https://centurionservice.com/medical-auction-terms-of-sale.

d.         Geographic Scope and International Sales.

            (i) Domestic (US) Use: Limited warranties, if provided in the applicable sales offer, apply only to Products purchased for use within the United States. Any limited warranties cover only services rendered within the US and exclude shipping costs.

            (ii) International/Non-US Use: Products purchased for use outside the United States are sold AS-IS, WHERE-IS, WITH ALL FAULTS with NO WARRANTIES whatsoever, express or implied. This includes any limited warranties stated in the sales offer, which do not apply to international use. Centurion shall have no obligation to provide warranty support, repair, replacement, or remedy for Products used outside the United States.

            (iii) Export Compliance: Customer is responsible for: (A) compliance with all export, import, trade embargo, and sanctions laws; (B) obtaining all necessary export licenses and authorizations; (C) verifying that the Product is not on any restricted party lists; and (D) ensuring Customer is not a prohibited end-user under US law or applicable foreign laws. Customer shall indemnify Centurion for any violations.

Centurion export terms and conditions are available upon request. Customer is responsible for compliance with any and all laws including export compliance laws.

Export taxes are not collected by Centurion and are Your responsibility.

EXCEPT FOR ANY LIMITED WARRANTIES EXPRESSLY PROVIDED BY CENTURION IN THE APPLICABLE SALES OFFER, CENTURION EXPRESSLY DISCLAIMSANY AND ALL OTHER WARRANTIES, EXPRESS AND/OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF SUITABILITY, MERCHANTABILITY, AND/OR FITNESS FOR ANY PARTICULAR PURPOSE), NOR DO WE MAKE ANY WARRANTY AGAINST INTERFERENCE, INFRINGEMENT, OR THAT THE PRODUCT(S) IS/ARE FIT FOR YOUR INTENDED USE, APPLICATION OR ENVIRONMENT, AS RELATED TO REGULATORY COMPLIANCE, SERVICE HISTORY, STERILIZATION, OR SOFTWARE, AND NO SUCH WARRANTIES SHALL BE DEEMED TO EXIST. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ALL PRODUCTS ARE SOLD AS-IS, WHERE IS, AND WITH ALL FAULTS. ANY LIMITED WARRANTIES DO NOT COVER DEFECTS OR DAMAGE ARISING FROM: (I) THE PRODUCT'S PRIOR USE, SERVICE HISTORY, OR ANY PREVIOUS REPAIRS OR MODIFICATIONS; (II) FAILURE TO MEET CURRENT REGULATORY REQUIREMENTS OR SOFTWARE UPDATES; OR (III) ANY CONDITION THAT WOULD TYPICALLY BE EXPECTED TO EXIST IN USED MEDICAL EQUIPMENT. Accordingly, You hereby waive any and all such warranties. We will not be responsible to You or to any third party for any liabilities, claims, injuries, losses, costs or damages arising from or associated with the use, any failure of, or any defect in or with respect to, any of such Products and/or their installation, transportation or storage (collectively, “Claims and Damages”). Your sole and exclusive remedy for any failure of, or with respect to any such Products, is as described above including as may be limited by an original manufacturers’ warranty or the warranty passed through from the applicable third party, as provided in the sales offer for the Products on the Centurion Select Platform.

You will not be entitled to collect from Us, and You expressly waive (both for Yourself and for each of Your parents, affiliates, subsidiaries, insurance companies and subrogees, and Your/their respective successors, assigns and customers), any and all such Claims and Damages, including without limitation, lost time, lost profits, costs of cover (obtaining replacement product(s) and/or performance from another source), property damage, incidental, consequential, special and/or punitive damages. Notwithstanding anything set forth in a sales offer, limited warranties do not cover anything related to: improper installation, delivery, or maintenance; failure of the Product if abused, misused, modified, or used outside of the intended purpose, replacement consumable or other ordinarily expiring items; or damage or abuse, and such items automatically void the limited warranties set forth herein.

3.        NO TESTING/VERIFICATION. Customer acknowledges and agrees that Centurion has not tested, inspected, verified, repaired, or reconditioned any Products. Products are sold in their current condition based solely on third-party representations and are not warranted to be functional, safe, suitable for any particular use, or free from defects. Customer assumes all risk of product condition and functionality.

4.         RECEIPT/INSPECTION OF PRODUCTS. You acknowledge that, upon Your receipt of any Product(s), You will immediately inspect the same and ensure that, as delivered to You, each such Product is safe and in good operating condition and repair and otherwise in all ways acceptable to You. If not, and if the Product is subject to a limited warranty, You must provide Us written notice within no more than five (5) business days of receipt at centurionselect@centurionservice.com. You acknowledge that You have selected the Product(s) based on Your determination that it/they is/are appropriate for Your purposes, use, application and environment, and not based on any recommendation by Us.

5.        USE, TRANSPORTATION AND STORAGE. You are responsible for the transportation of the Products from the site where the Products are located to Your location, as well as for any deinstallation or installation of the Products.  You acknowledge that the possession, use, transportation, and/or storage of the Products may give rise to the risk of personal injury and/or property damage and You assume all such risk and release and discharge Us from any and all liens, liabilities and claims arising in connection with the same.

6.        ASSIGNMENT. You may not assign any of Your rights, remedies or obligations arising hereunder or in connection herewith. The limited warranties set forth herein are extended to the original purchaser only.

7.         REGULATORY STATUS. Customer is solely responsible for verifying that all Products comply with applicable FDA regulations, foreign regulatory requirements, and laws in Customer's jurisdiction. Centurion does not verify, warrant, or represent that Products: (i) are cleared or approved for use by the FDA or any foreign regulatory authority; (ii) comply with current regulatory requirements; (iii) have current certifications or clearances; (iv) are not subject to recalls or adverse events; or (v) include current software, firmware, or documentation. Customer is responsible for conducting all necessary regulatory due diligence, obtaining required clearances, and managing compliance. Customer is solely responsible for verifying compliance with all applicable laws and regulatory requirements in Customer's country or region of use, including but not limited to CE marking (EU), Health Canada approval, Australian Therapeutic Goods Administration (TGA) clearance, or other applicable regulatory approvals. Centurion does not warrant or represent that Products meet the requirements of any foreign regulatory authority.8.                     DTPA WAIVER. I (the Customer), if in Texas, waive my rights under the Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq., Business & Commerce Code, a law that gives consumers special rights and protections

9.         CANCELLATIONS. Orders placed and later cancelled by You will be subject to a 5% cancellation fee and are subject to a restocking fee up to 25%. You may cancel Your order only with the written consent of Centurion and the prior payment of reasonable and proper cancellation charges/restocking fees. There are no returns, refunds, or exchanges except as required by law including consumer protection laws, which may grant you additional rights. You may cancel Your order only with the written consent of Centurion and the prior payment of reasonable and proper cancellation charges/restocking fees.

 10.     MISCELLANEOUS. These Terms and Conditions represent the complete and final agreement between You and Us and cannot be modified by oral agreement. There are no oral or other representations, warranties or agreements not included in these Terms and Conditions. None of the provisions of these Terms and Conditions shall be modified, altered, changed or voided by any subsequent purchase order or other document unilaterally issued by You that relates to the subject matter hereof. You acknowledge that these Terms and Conditions may be amended only in a writing signed by both You and Us. These Terms and Conditions will be governed by and construed only under the laws of the State of Indiana, and proper venue for any and all legal actions seeking to interpret or enforce these Terms and Conditions shall lie solely and exclusively in the courts located in Indianapolis, Indiana. These Terms and Conditions allocate the risk of injury or damage to persons or property arising from the Products and the transportation, storage, or use thereof, between You and Us. This allocation is recognized by You as being fair and reasonable in light of the amounts being charged hereunder, and is, in fact, reflected in the amount(s) charged by Us. Customer will keep all information shared in connection with these Terms and Conditions including, but not limited to, these Terms and Conditions, strictly confidential

11.      PRICE POLICY. Centurion reserves the right to correct any typographical errors. Although We make every effort possible to honor pricing for the duration of these Terms and Conditions, We reserve the right to make price adjustments in accordance with unknown price increases. However, We will notify You of any price increases prior to an order being executed.

12.      AVAILABILITY. All Products are subject to availability. Due to market conditions, prices may be subject to change. In case of price increases, We will contact You for approval.

13.      PICTURES. All pictures and other similar representations are for illustration only. The make, model, color, and date of manufacture of the item You order may vary. Call Us for details.

14.      FORCE MAJUERE. Centurion shall not be liable for failure or delays in performance due to causes beyond its reasonable control including without limitation, delays in transportation, acts of Customer or others acting for or on behalf of Customer, strikes or other labor difficulties, government controls or actions, acts of God or other casualties. In the event of such delay, the date of performance shall be extended for a period equal to the time lost because of the delay.

15.      LIMITATION OF LIABILITY; INDEMNIFICATION. IN NO EVENT SHALL CENTURION BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, PUNITIVE, EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND INABILITY TO MEET YOUR REQUIREMENTS) ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS AND CONDITIONS.  IN ADDITION, EXCEPT AS PROHIBITED BY LAW, CENTURION'S AGGREGATE LIABILITY FOR ALL MATTERS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, IF ANY, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY CENTURION FROM YOU FOR THE RELEVANT PRODUCT GIVING RISE TO THE FIRST CLAIM DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD FROM THE DATE OF THE FIRST CLAIM.  CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS CENTURION, ITS DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES FROM ANY LOSS, COST, DAMAGE, EXPENSE, ATTORNEYS’ FEES, AND LIABILITY, OF WHATSOEVER NATURE OR KIND, ARISING OUT OF OR AS A RESULT OF THE ACTS AND/OR OMISSIONS, INCLUDING BOTH NEGLIGENT AND INTENTIONAL, OF THE CUSTOMER OR ANY OF ITS RELATED OR AFFILIATED PARTIES.

16.      FURTHER ASSURANCES. Customer acknowledges and agrees that Products are not intended to contain regulated information including, but not limited to, protected health information. If Customer encounters such information, it shall immediately alert Centurion and shall take reasonable steps to contain such information to a restricted group and shall reasonably cooperate with Centurion as related thereto.

17.      CONSULTATION WITH ATTORNEY.  After consultation with an attorney of Your own selection, You acknowledge that You have had the opportunity to review these Terms and Conditions and voluntarily consent to all provisions herein, including limitations of liability and warranties.