Terms And Conditions

 

THESE PROVIDER GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS IS A LEGAL AGREEMENT BETWEEN YOU (AS THE REPRESENTATIVE OF THE PURCHASING ENTITY (“BUYER”)) AND GLOBALMED TECHNOLOGIES. YOU SHOULD READ AND MUST AGREE TO THESE TERMS AND CONDITIONS BEFORE PROCEEDING WITH THE PURCHASE AND USE OF THE GOODS (“PRODUCTS”) ON THE RESELLER STORE (“RESELLER STORE”) OF GLOBALMED TECHNOLOGIES LOCATED AT OMNILUX.COM (“SELLER’S WEBSITE”). BY CLICKING THE “AGREE AND PURCHASE/CONTINUE” BUTTON AT CHECKOUT AND/OR USING THE GOODS, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE GOODS AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT PROCEED WITH THE PURCHASE OR USE OF THE GOODS.

1. Applicability.
   • These Terms and Conditions (“Terms”) shall apply to Buyer’s purchase of Products through the Reseller Store. Buyer’s continued use of the Reseller Store after any posting of updated Terms shall constitute Buyer’s acceptance of and agreement to any changes therein made. All transactions are governed by Seller’s terms and conditions of sale. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
   • These Terms and Buyer’s online order (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
2. Online Orders.
   • Buyer may purchase the Products from Seller by placing an order on the Reseller Store at the applicable price[s] (the "Price[s]") set forth on the Reseller Store of the Reseller Store in force as of the date of Buyer's purchase order. Such prices are subject to change at any time by Seller in its sole discretion.
   • All Prices are exclusive of (i) all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer, and (ii) any shipping and handling charges. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel, or real or personal property or other assets.
   • Shipping Terms are provided in the Shipping Policy found on the Reseller Store.

3. Buyer Responsibilities and Restrictions.
   • Buyer Responsibilities and Restrictions. Buyer (i) shall not sell or list the Products on any online auction or online marketplace platforms, such as but not limited to Amazon, eBay, Dermstore, Facebook Shop, TikTok Shops, (ii) shall not disclose cost information (“Cost Information”) related to any Product outside of Buyer’s organization and except to staff, employees, and necessary business associates such as a Certified Public Accountant, (iii) shall not modify or alter the Products or Products’ packaging, (iv) shall not engage in any trade, clinical, or medical practice that could harm the reputation of the Seller or the Products, (v) shall purchase Products from the Reseller Store of the Reseller Store for resale only and not for any other purpose, and (vi) acknowledges that Product purchases for evaluation, clinical studies, or personal use are subject to sales tax, and further acknowledges that Products for other uses will be purchased from the Consumer area of this Reseller Store at MSRP minimum advertised retail prices.
4. Returns

All wholesale purchases from the Reseller Store of the Reseller Store are returnable within 30 (thirty) days of purchase; provided: (i) the Products were not designated as non-returnable, and (ii) the merchandise is returned in their unopened and unused condition as originally received by Buyer. Product orders containing multiple packs must be returned in their entirety (i.e. the full 10-pack); Seller will not accept the return of partial orders or any opened items. Buyer bears the risk of loss or damage during shipment and as such, Buyer is advised to obtain appropriate insurance.

 

5. Representations & Warranties.
   • Buyer’s Representations & Warranties. Buyer represents and warrants to Seller that Buyer (i) is a licensed medical or aesthetic professional, healthcare provider, or operates a medical organization or business, and (ii) complies with all applicable laws, regulations, and ordinances, and (iii) maintains in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement, including a valid sales license or permit applicable in Buyer’s state and local jurisdiction.
   • Seller’s Representations & Warranties.
     • Seller represents and warrants that it has the right and authority to make the Product available pursuant to these Terms & Conditions. Seller warrants to the original purchaser (“End User”) that the Product shall be free from material defects in workmanship and materials under normal use for a period of two (2) years from the date of original purchase. For the battery and controller components of the Product, the warranty period is limited to one (1) year from the date of original purchase. This warranty extends only to the End User, and is not transferable.
     • Should the Product fail due to defects in materials or workmanship under normal use during the warranty period, the Seller shall not be liable for a breach of the warranty set forth herein unless (x) Buyer gives written notice of the defect, reasonably described, to Seller within a reasonable time when Buyer discovers or ought to have discovered the defect; (y) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller's place of business at Seller's cost for the examination to take place there; and (z) Seller reasonably verifies Buyer's claim that the Goods are defective.
     • The Seller shall not be liable for a breach of the warranty set forth herein if: (x) Buyer makes any further use of such Products after giving such notice; (y) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (z) Buyer modifies, alters or repairs such Products without the prior written consent of Seller.
   • Limited Warranty/Disclaimers.
   • Seller does not manufacture or direct the manufacture of any of the Products offered on its Reseller Store. The availability on the Reseller Store of third-party Products does not constitute an affiliation with or endorsement of any of the Products or their manufacturer. As such, Seller is providing the third-party Products to Buyer “as is” and without express or implied warranties of any kind.
   • EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT. SELLER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

6. Indemnification.

Buyer agrees to indemnify, defend, and hold harmless the Seller, its affiliates, directors, officers, agents, and employees from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) of any third-party claims against Seller directly arising out of or related to Buyer’s violation or non-compliance with the Terms and Conditions, or the negligence or willful misconduct of the Buyer or its agents.

 

7. Limitation of Liability.  
   • IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
   • IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS AT DISPUTE.
   • Buyer agrees that Seller is a distributor of the product and is not liable for any defect or liability that may arise directly or indirectly from the use of the Products or claims made about the Products, and the Buyer’s sole remedy for any defect or liability due to the Products is limited to the purchase price of the Product concerned.

8. Intellectual Property Use.

Trademark License. Subject to Buyer’s compliance with the terms and conditions of this Agreement, Seller grants to Buyer a non-exclusive, non-transferable license to use Seller’s trademarks, service marks, trade names, service names, logos and designations in or associated with Seller Products (the “Marks”), during the term of this Agreement, solely in connection with the promotion of the resale of Products by the Buyer. Any other use of Seller’s images, trademarks, and copyrighted material including use in any presentation, publication, review or study requires the Seller’s prior written consent. Any use of a Mark by Buyer must correctly attribute ownership of such Mark to Seller, and must be in accordance with applicable law and Seller’s then-current Mark usage guidelines made known to Buyer.  Buyer will not remove or obscure any Marks on or in the Seller Products as delivered to Buyer, and will not attach any additional Marks, logos or trade designations on or to the Seller Products. Buyer acknowledges and agrees that Seller owns the Marks and that any and all goodwill and other proprietary rights that are created by or that result from Buyer’s use of a Mark hereunder inure solely to the benefit of Seller.  Buyer will at no time apply to register any Mark, trade name or other designation that is confusingly similar to any Mark.  Upon any termination or expiration of this Agreement, Buyer will have no further right to use any Mark. 

 

9. Termination.
   • Seller may terminate this Agreement if Seller determines, at its sole discretion, that Buyer failed to fulfill any of its responsibilities or adhere to restrictions as stipulated in this Agreement.
   • In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) has violated or otherwise is not in compliance with any of these Terms and Conditions, in whole or in part; or (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
10. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
11. Force Majeure. Seller shall not be liable or responsible to the Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Seller’s reasonable control.
12. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. Seller may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion.
13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
14. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of
15. Arbitration/Jurisdiction.

Arbitration clause and class action waiver.

Important – please review as this affects your legal rights.

The Terms and Conditions and any separate agreements whereby we provide you Products shall be governed and construed in accordance with the laws of California without reference to any conflict of law rules.

 

• Arbitration notice

Buyer agrees that if there is any dispute or claim arising from or related to our Products (except for the Exempt Claims, as defined below), these Terms and Conditions, it will be resolved by confidential binding arbitration in California, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such Notice.  The Notice to the Company should be sent to GlobalMed Technologies at 163 Camino Dorado Suite B, Napa, CA 94558 Attn: CEO.

This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought. It should also include your name, address and date in the correspondence. If you and Seller are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or the Seller may initiate arbitration proceedings to be conducted by a single impartial arbitrator chosen from the American Arbitration Association (AAA)’s National Roster of Commercial Arbitrators by mutual agreement of the Parties (or by the AAA if the Parties cannot agree). There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms & Conditions as a court would.  YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.

The Federal Arbitration Act and federal arbitration law apply, and the AAA will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes.  Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

The arbitration shall be held in the State of California or at another mutually agreed location. If the arbitration involves a consumer, the arbitration will be held at a location convenient to the consumer.  If the value of the relief sought is $10,000 or less, you or Seller may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Seller subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and Seller unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law.  The arbitrator will also decide any questions relating to the interpretation, applicability, or enforceability of this arbitration clause, except where a party files a claim in court because it is an Exempt Claim (as defined below). If either party files an Exempt Claim, the court presiding over that claim will determine if the claim is an Exempt Claim under this Arbitration Clause. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding any provision in these Terms and Conditions to the contrary, you and Seller agree that if Seller makes any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against Seller prior to the effective date of the change.  Moreover, if Seller seeks to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of the Terms and Conditions containing this Section is posted to the Website and shall not be effective as to any claim that was filed in a proceeding against Seller prior to the effective date of termination.

CLASS ACTION WAIVER:  YOU AND THE SELLER AGREE THAT DISPUTES BETWEEN YOU AND SELLER WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If for any reason a claim proceeds in court rather than in arbitration, Buyer and Seller each waive any right to a jury trial. 

EXEMPT CLAIMS: You and the Seller agree that the following two types of claims are not required to be submitted to an arbitration subject to the following conditions:

• You or Seller are not required to arbitrate a claim brought on an individual basis in small-claims court. However, if (a) there is an appeal from small-claims court; or (b) a change in the claim that renders the small-claims court unable to resolve the claim, then the claim must be resolved in an arbitration under the terms of this arbitration provision.
• You or Seller are not required to arbitrate a claim brought on an individual basis to enjoin infringement or other misuse of intellectual property rights. Such a claim may be brought in any court of competent jurisdiction.  You and Seller agree that the infringement or other misuse of intellectual property rights could cause irreparable harm for which monetary damages are an inadequate remedy.  The prevailing party in an action to enjoin infringement or other misuse of intellectual property rights is entitled to recover costs and fees (including reasonable attorneys’ fees) in pursuing that remedy.

OPT-OUT: You may opt-out of this mandatory arbitration provision by writing us within sixty (60) calendar days of your agreement to this arbitration provision, by mail to: GlobalMed Technologies, Inc. 163 Camino Dorado Suite B, Napa, CA 94558. ATTN: CEO.                                                                             Include your name, address and date in the correspondence. This is the only way you can opt-out.

 

16. No waivers. Seller’s failure to enforce any of its rights hereunder will not constitute a waiver of its right to make such enforcement in the future, subject to applicable law.
17. Severability. If any term or provision of this Agreement is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
18. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Limitation on Liability, Indemnification, Limited Warranties/Disclaimers, Governing Law, Arbitration/Jurisdiction and Survival. 

19. Store Locator Feature. Seller will place Buyer’s Physical Location address in its Store Locator Feature so that End Users can locate Buyer’s Physical Location. 

20. For the purposes of this Agreement, the following terms are defined as follows:

“Buyer’s Physical Location” means the location where Buyer sells Products to End Users. 

“Cost Information” means the price paid by Buyer for the Products sold on the Reseller Store.

“End User” means any individual who purchases the Seller's Products from the Buyer for its own personal use.

“Product” means goods made available for sale on the Reseller Store of Seller’s Website.

“Reseller Store” means the dedicated section on the Seller’s Website specifically designed to facilitate transactions between Seller and authorized Resellers. Access to the Reseller Store is restricted to Resellers who have been pre-authorized by the Seller under the terms of a separate written agreement, which stipulates the conditions of use and access to the Reseller Store.

“Seller’s Website” refers to the digital platform at omnilux.com, which is hosted and operated by the Seller, and is maintained under Seller’s control, with content and accessibility subject to change at the Seller’s discretion.

 

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