Terms and Conditions
Terms and Conditions
Last updated: February 9, 2018
Please read these Terms and Conditions carefully, print a copy for future reference, and make sure that you understand them before ordering any Products or Services from our website. You should understand that by ordering any of our Products or Services, you agree to be bound by these Terms and Conditions.
In these Terms and Conditions the following definitions apply:
“Company” is defibshop INC, with offices located at 7-11 South Broadway, Suite 201, White Plains, NY 10601.
"Consumer" is a person who is buying the Products or Services for their personal use and not for resale or purposes related to their trade, business or profession.
"Course Material" is documentation and material used in the Services.
“Customer” is the individual, company or organization placing an order for Products or Services with defibshop INC or requesting information from defibshop INC.
“Digital Content” is any material made available at www.thedefibshop.com or related websites via the internet and provided in respect of the Services.
“Intellectual Property Rights” are all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Manufacturer" is the Third Party manufacturer of the Products.
“Product” is any product supplied by defibshop INC.
“User” is any person who uses or attempts to use any Products supplied by defibshop INC.
“Third Party” is any person, company or organization of any kind that is not either the Customer or defibshop INC or an entity related to Customer or defibshop INC.
"Services" are the training services supplied by the Company or a Third Party contractor to the Customer, as set out in the contract entered into by Company and Customer through Company’s online booking system.
“We” or “us” or “our” refers to the Company.
“You” or “your” refers to the Customer.
INFORMATION ABOUT US
We operate the website located at www.thedefibshop.com.
We are defibshop INC, Suite 201, 7-11 South Broadway, White Plains, NY 10601.
Contacting us if you are a Consumer:
To cancel a Contract in accordance with your right to do so as set out in clause 10, you just need to let us know that you have decided to cancel. The easiest way to do this is to e-mail us at email@example.com or contact our Customer Services team by telephone at 888-820-0760 or by mail to defibshop INC, Suite 201, 7-11 South Broadway, White Plains, NY 10601. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by mail, then your cancellation is effective from the date we receive it.
If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at 888-820-0760 or by e-mailing us at firstname.lastname@example.org.
If we have to contact you or give you notice in writing, we will do so by e-mail or by prepaid post to the address you provide to us in your order.
Contacting us if you are not a Consumer:
You may contact us by telephoning our customer service team at 888-820-0760 or by e-mailing us at email@example.com. if you wish to give us formal notice of any matter in accordance with these Terms and Conditions.
1. HOW THE CONTRACT IS FORMED
1.1 These Terms and Conditions do not affect your statutory rights, if applicable. To order Products through our website or by any other ordering method you must be at least 18 years of age and be legally capable of entering into binding contracts. We will treat each order for Products or Services as an offer by you to purchase the Products and Services subject to these Terms and Conditions. We have the right to refuse at our discretion to supply any Products and Services ordered by you and all orders are subject to acceptance by us. We will confirm such acceptance to you by sending you an e-mail that confirms that the Product or Service has been ordered (“Order Confirmation”). The contract between you and us (“Contract”) will only be formed when we send you the Order Confirmation. Any pre-printed or other terms on your purchase order or other ordering document are hereby rejected and shall be void and of no effect.
1.2 These Terms and Conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Terms and Conditions.
2. AVAILABILITY OF PRODUCTS
All Products are subject to availability and may be withdrawn at any time. However, it is our policy to contact you if a Product is out of stock for more than 7 days, and if you do not wish to proceed with the order, or for any reason we cannot supply the Product, we will arrange for the order to be cancelled.
3.1 All delivery dates are estimates only, and we do not guarantee any delivery dates. Time of delivery shall not be of the essence, and we shall not be liable for any losses, costs, damages or expenses incurred by the Customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date. Delivery of the Products shall be made to the Customer's address (US delivery only); deliveries outside the US cannot be guaranteed, and an additional delivery charge will apply at cost, and the Customer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery. 24-hour delivery is offered at an additional charge.
4. TITLE AND RISK
4.1 The risk in the Products shall pass to the Customer on completion of delivery.
4.2 Title of ownership of any Products invoiced and delivered will not pass to the Customer until all Products supplied have been paid for in full, provided however, in no event shall title pass to Customer with respect to any software embedded in or otherwise provided with any Product, and all such software is licensed, not sold, pursuant to the Manufacturer’s terms and conditions which accompany the Product.
4.3 Until title to the Products has passed to the Customer, the Customer shall:
4.3.1 hold the Products on a fiduciary basis as the Company’s bailee;
4.3.2 store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
4.3.3 not remove, deface or obscure any identifying mark relating to the Products; and
4.3.4 maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
4.4 An order placed by a Customer is deemed to be a financial commitment by the Customer and therefore the value of the order is payable according to our terms. The Company reserves its right to recover outstanding monies as a shortfall from any repossession of Products. By repossession the Customer is not relieved of its liability of the original debt or the costs related to any recovery or attempted recovery of the debt. The Company reserves its right to seek damages, debt collection fees, interest and court costs and any other recovery costs due to the default of the Customer to pay in full the value of the Products and or Services.
5. TIME LIMITATIONS FOR NOTIFICATION OF CLAIMS
5.1 Damage: Should any damage be identified to the Product on opening the package following delivery, the Customer must advise the Company within two (2) business days of delivery of the exact damage. It is imperative that the Customer does not dispose of any of the packaging, as this will be required to effect a claim against the carrier. The claim will be handled by the Company. We cannot accept any claims for damage if the above timescales are not followed.
5.2 Shortages: It is the Customer’s responsibility to sign for the correct number of packages that are delivered. The Customer is required to check that the number of packages delivered equals the number of packages on the delivery driver’s manifest/consignment note and it is the Customers responsibility to thereafter notify us of any shortages within two (2) business days of delivery. Should the Customer be missing an item but has signed for the correct number of packages, the Customer must notify us within two (2) business days of delivery. The Customer will be requested to provide us with a copy of the invoice. The matter will be investigated and the Customer will be informed of the decision.
5.3 Incorrect Products: It is the Customer’s responsibility to notify us of any incorrect Products supplied within two (2) business days of delivery. If the items are not as ordered, the Customer must not open the Manufacturers packaging or use the Product. The Customer will also be required to provide further information on what was received (i.e. we may require the Manufacturer part codes and a full description of what has been received). Should there be any extenuating circumstances that have prevented the Customer from notifying us within the specified timeframe, resolution will be by mutual decision.
5.4 Non-Deliveries: We will not accept liability for Products lost in transit unless we are notified within five (5) days from the expected delivery date. This will be the date advised on the Customer’s automated dispatch note which is emailed to the Customer once the items have left our warehouse. We shall accept no liability for shortages, non-deliveries, incorrect Products and Products damaged on delivery outside the reporting timescales, except when extenuating circumstances have prevented notification within the reporting timescale. The extenuating circumstances must be by mutual agreement.
6. PRODUCT WARRANTIES; DISCLAIMER
THE PRODUCT YOU PURCHASE MAY INCLUDE A DIRECT WARRANTY BETWEEN YOU AND THE MANUFACTURER OF THE PRODUCT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AS BETWEEN CUSTOMER AND DEFIBSHOP INC, (A) DEFIBSHOP INC DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE PRODUCTS, (B) YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND (C) THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEFIBSHOP INC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. MONEY BACK GUARANTEE.
We offer a “30 day money back guarantee” on all purchases made from defibshop INC, less shipping and handling incurred. If you are not satisfied with your purchase, you can ask for a refund or exchange within 30 days of the date of delivery. In all instances, Products must be returned as new, with no blemish, defect or parts missing, and the outer manufacturer packaging must not show any damage or be defaced in any way. Should the packaging show any damage or be incomplete and defaced in any manner, a 50% fee will apply and will automatically be deducted from the credit issued. If the Products are damaged, we reserve the right to reject the Products and no credit or refund will be processed. Before we accept a return you must contact us to obtain a Return Merchandise Authorization (RMA) for Products shipped back. Call our customer service department at 888-820-0760 for RMA instructions. Please note: disposable components such as electrode pads and batteries that have been used / opened cannot be returned for refund.
8. FAULTY PRODUCTS
If you think that the Product you have purchased is faulty, you should contact us immediately. If we are unable to determine the nature of any fault, we may refer you to the Manufacturer, due to their extensive knowledge of their Product. If the Manufacturer agrees that the Product is faulty, in most cases they will be able to authorize a replacement/repair of the Product direct to you. A restocking fee of up to 25% is charged on returns which prove to be non-defective. It is therefore imperative that you have made contact with us or the Manufacturer before returning any Products. The restocking fee is non-negotiable. In all instances when contacting a Manufacturer, you must retain the reference code that you are given. If the Product fails within 30 days of receipt, a replacement Product or full refund of the cost of the Product will be offered to you, at the Company's discretion.
If, for any reason, you are issued a refund, the following terms shall apply:
9.1 All refunds will be issued to the same payment method as on the original order.
9.2 When a refund is processed, you will receive an email notification. A refund will usually reach your credit card account within 4 working days after it has been processed, however, please allow up to 10 working days for it to be credited. We do, however, reserve the right to refund you within 30 days of the return. A handling fee of 10% will be charged on all refunds unless a Product is faulty and is under warranty by the Manufacturer.
9.3 Faulty Products returned within 30 days will be refunded in full including the original shipping charge (refund of original shipping charge applies to Customers in the United States only). If the Products are found not to be faulty or they have been damaged by misuse, they will be returned to you and no refund will be issued.
9.4 We do not refund shipping charges applied to the initial order, and neither do we pay for the cost of returning the items to us, except where the Products are returned by Customers in the United States ONLY as faulty within 30 days of our shipment date.
9.5 If the relevant Manufacturer offers any additional “Money Back” guarantees, the Manufacturer will process them directly, and you should contact them directly to arrange return and refund.
10. CANCELLATION OF ORDERS
Orders placed online may not be cancelled. You may cancel any other orders by contacting us as set forth above within two (2) business days of placing your order.
11.1 Any training Services provided by the Company are provided under these Terms and Conditions. The Company shall provide the Services to the Customer in accordance with the description given in the order in all material respects.
11.2 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer where this will affect the quality of the Services provided.
11.3 The Company warrants to the Customer that the Services will be provided using reasonable care and skill and using competent staff and/or contractors, qualified to provide the Services pursuant to all applicable laws.
11.4 Should circumstances mean that you have to cancel Services, the following charges will apply:
11.4.1 More than four weeks prior to the Service start date - no charge
11.4.2 Two to four weeks prior to the Service start date - 50% of the course fee
11.4.3 Less than two weeks prior to the Services start date - full fee.
12. CUSTOMER'S OBLIGATIONS
12.1 The Customer shall:
12.1.1 cooperate with the Company in all matters relating to the Services;
12.1.2 provide the Company, its employees, agents, consultants and sub-contractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.1.3 provide the Company with such information and materials as the Company may reasonably require to supply the Services and ensure that such information is accurate in all material respects;
12.1.4 prepare the Customer's premises for the supply of the Services;
12.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.6 keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorization.
12.2 If the Company's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
12.2.1 the Company shall without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
12.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 12.2; and
12.2.3 the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
13.1 The price of any Products or Services shall be the price listed on our website. The price is exclusive of all delivery costs, sales and use taxes, if applicable, which are payable by the Customer in addition to the Price.
13.2 In the event that a Product is listed at an incorrect price due to a typographical error or error in pricing information, we shall have the right to refuse or cancel any orders based on the incorrect price, whether or not the order has been confirmed.
13.3 I n respect of Products, the price shall be payable by the Customer on or after the Company accepts the Customer’s order. W here the order is placed on our website, the Customer shall pay the price at the time of placing the order.
13.4 The Customer shall pay each invoice submitted by the Company:
13.4.1 on receipt of the invoice; payment in full must be received before delivery of the Product or performance of the Service will take place;
13.4.2 in full and in cleared funds to a bank account nominated by the Company; and
13.4.3 payment of the invoice is full acceptance of these Terms and Conditions.
13.5 Payment may be made by certain credit or debit cards. All online orders made by credit card are processed through a secure website. Payments by check or cash in US dollars are also acceptable, however, shipment of Products will not be made until any check has been cleared through our bank account. Any cash sent to us is sent entirely at the Customer’s own risk. Proof of posting cash is not accepted as proof of delivery of cash. Other payment methods may be accepted at our sole discretion. Course certification will not be issued until receipt of payment in full. A finance package may be arranged if required, on an individual case basis, solely at the Company’s discretion.
13.6 We reserve the right to charge interest on any unpaid invoice (whether fully or partly unpaid) at the rate of 4% per month (or part thereof) per annum above the then current Lloyds Bank base rate, accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
13.7 Time for payment shall be of the essence.
13.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights in or arising out of or in connection with the Products shall be owned by the respective Manufacturer, and all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company or its Third Party contractor.
14.2 All Course Materials are the exclusive property of the Company or its Third Party contractor and are licensed to you on a non-exclusive basis for your personal or internal business use only. You shall not copy or further distribute the Course Materials without prior written permission from us or our Third Party contractor.
15. INDEMNITY, LIABILITY
You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents, employees, successors and assigns harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, injury, and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Products or Services provided under any order or Contract.
15.2. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT DEFIBSHOP INC, ITS SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, INJURY, ECONOMIC DAMAGES, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OF THE SERVICES OR PRODUCTS.
YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT IN THE EVENT THIS EXCLUSION OF LIABILITY IS DEEMED LEGALLY UNENFORCEABLE, FOR ANY REASON, THAT SUCH LIABILITY SHALL BE LIMITED TO THE TOTAL CONSIDERATION PAID BY YOU TO US FOR ANY PRODUCTS OR SERVICES WHICH GIVE RISE TO THE CLAIM.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16.1 It is the Customer’s responsibility to:
16.1.1 ensure that the Customer and any other potential users of the Product have read and understood the user guides and manuals supplied with the Product, have watched the training video supplied and are adequately and appropriately trained, and that this training is kept up-to-date with appropriate regular retraining;
16.1.2 ensure that the Product is used and operated only as specified in the Manufacturer’s user manuals, guides and training video supplied with the Product; and
16.1.3 be aware of all possible consequences of actual or attempted resuscitation.
16.2 We advise everyone who has access to, or who may be a user of, a Defibrillator Product to attend a comprehensive training course (from a reputable training organisation).
16.3 The customer undertakes and agrees that:
16.3.1 You and other potential users of the Products are already adequately trained in the use of a defibrillator AND/OR that you will obtain appropriate training for yourself and other potential users; and
16.3.2 THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM: A) ANY TRAINING PROVIDED TO THE CUSTOMER BY ANY THIRD PARTY OR: B) ANY TRAINING PROVIDED BY THE CUSTOMER THEMSELVES.
17.1 Force majeure:
17.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
17.1.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
17.1.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Products for more than 26 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
17.2 No Waiver
17.2.1 Our failure to insist upon strict performance of any provision of these terms and conditions shall not be deemed to be a waiver of our rights or remedies in respect of any present or future default of the Customer in performance or compliance with any of these terms and conditions.
17.3.1 In the event that any or any part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
17.4 No partnership
17.4.1 Nothing in these Terms and Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.5 Our right to vary these terms and conditions
17.5.1 We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. We will notify you of any changes by posting updated Terms and Conditions on our website. Your purchase of any Products or Services following the posting of such changes constitutes your agreement to be bound by such changes.
17.6 Third Party rights
17.6.1 A person who is not party to these Terms and Conditions or a Contract shall not have any rights under or in connection with them. There are no Third Party beneficiaries to these Terms and Conditions or any Contract.
17.7 Call Recording
17.7.1 Calls in and out of our offices may be recorded for quality and training purposes, all in accordance with applicable laws.
17.8 Law and Jurisdiction
17.8.1 Governing law and jurisdiction: the terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of the State of New York, and the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Southern District of New York, NY.