1. Agreement
These Terms govern all quotes, orders, and sales by KenMed and constitute the entire agreement between the parties. They supersede any purchase order, prior discussion, or conflicting term proposed by Buyer. No modification is binding unless set forth in a writing signed by an authorized KenMed officer. Placing an order, remitting payment, or accepting delivery constitutes acceptance of these Terms.
2. Scope of Sale; Vendor Role
Sale includes only the items and accessories expressly listed in the written quote or invoice. KenMed is an equipment vendor only. KenMed does not provide design, facility-planning, project-management, regulatory-compliance, or installation-readiness services unless engaged under a separate written agreement specifying that scope and its fee. Any guidance, recommendation, specification, or assessment provided outside such an agreement is an uncompensated professional courtesy, creates no duty, and may not be relied upon as the basis of any claim.
3. Buyer Responsibilities
Buyer is solely responsible for: facility assessment and readiness; utilities, power, water, drainage, and structural prerequisites; permits and regulatory notices; site access; and confirming the equipment’s suitability for Buyer’s intended use and facility. Specifications provided by KenMed are for Buyer’s own evaluation and do not transfer any of these responsibilities to KenMed.
4. Custom, Special-Order, and Specially-Configured Goods
Items that are refurbished, configured, built, sourced, or special-ordered to Buyer’s specification — and any item not inherently held in KenMed’s stock at the time of order — are non-cancellable and non-returnable once production, configuration, or procurement has begun. Buyer’s order authorizes KenMed to incur vendor, procurement, and configuration costs, for which Buyer is liable.
5. Payment; Final Sale; Non-Payment
Payment is due per the terms stated on the applicable quote or invoice. Most items require payment in full prior to shipment. Sales are final upon receipt of cleared payment. KenMed may delay shipment on ACH, card, or check payments pending clearance due to chargeback risk; wire payment is deemed complete upon receipt. Failure to pay in full and on time constitutes Buyer’s agreement that any item delivered prior to full payment remains subject to repossession by KenMed, and Buyer grants KenMed the right to recover possession of such item, in addition to all other remedies available at law.
6. No Trials; Returns; Restocking
KenMed does not offer trials, evaluations, or returns for convenience. Shipping high-value medical equipment carries substantial cost and risk, and Buyer acknowledges this in agreeing to these Terms.
Return authorization may be requested within 30 days of receipt and is granted solely at KenMed’s discretion. Any returned item must be in original, sealed, unused condition with the tamper tag intact. The following are not returnable or refundable under any circumstance: installed equipment; custom, special-order, or specially-configured items; any item not inherently held in KenMed’s stock; and any item where site, facility, planning, or readiness conditions — rather than a material defect in the item itself — are the basis for the request.
Restocking fees apply as follows. Where a material defect in the item is not expressly the reason for the return, a restocking fee will be applied equal to the greater of 25% of the item price or KenMed’s actual out-of-pocket costs. Items not inherently held in KenMed’s stock carry a 60% restocking fee, plus all associated shipping charges. Buyer is responsible for return shipping and all risk of loss in transit on any returned item.
7. Title; Risk of Loss; Shipping
All sales are FOB Origin. Title and risk of loss pass to Buyer upon pickup by Buyer or any carrier, regardless of which party arranges transport. KenMed’s packing and shipping services are an at-cost convenience offered at KenMed’s discretion; KenMed reserves the right to decline to package or book a shipment for any reason. KenMed does not warrant the shipping process and is not responsible for items damaged in transit for any reason. Buyer must inspect each shipment on delivery and refuse any damaged shipment; signing for a shipment declares that Buyer has inspected it and is satisfied with its condition. Damage insurance is available and recommended on all shipments.
8. Acceptance of Goods
Buyer is deemed to have accepted goods upon the earlier of payment in full, use, or one (1) day after delivery without written notice of a conforming defect. Acceptance is final and waives any right to reject or revoke acceptance absent a substantial, documented nonconformity of the goods themselves. Facility, planning, scheduling, site-readiness, or installation issues are not nonconformities and are not a basis for rejection, revocation, return, or refund.
9. Warranty; Disclaimer
Items are sold AS-IS unless an express warranty is specifically stated in the item’s condition description. Where an express warranty applies, its duration and scope are governed in all cases by the terms of KenMed’s written warranty agreement. EXCEPT FOR SUCH EXPRESS WRITTEN WARRANTY, KENMED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KenMed makes no guarantee of compatibility with other equipment, software, or any use beyond the item’s original intended use.
10. Limitation of Liability
KENMED’S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM A SALE SHALL NOT EXCEED THE AMOUNT BUYER PAID FOR THE SPECIFIC ITEM GIVING RISE TO THE CLAIM. KENMED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR SURGICAL, OPERATIONAL, OR FACILITY DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY.
11. Regulatory Compliance
Certain items are subject to regulation by the U.S. Food and Drug Administration and state and local agencies. Buyer represents that it is an authorized purchaser and will provide verification upon request. Buyer is solely responsible for all use, validation, and compliance with manufacturer Instructions for Use (IFU) and applicable regulations. Trademarks are the property of their respective owners; KenMed owns only the item described and sold.
12. Governing Law; Venue
These Terms and any sale hereunder are governed by the laws of the State of Florida. The parties consent to the exclusive jurisdiction and venue of the district or magistrate state courts located in Orange, Florida, and waive any objection to that forum.
13. Attorneys’ Fees
In any dispute arising from a sale, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
14. No Reliance; Severability
Buyer acknowledges that it has not relied on any representation outside these Terms and the written quote or invoice. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.