Terms & Conditions

PURCHASING STANDARD TERMS AND CONDITIONS 

1. PARTIES. As used herein, “Buyer” means T Aesthetics LLC d/b/a NextGen  Aesthetics™ and its affiliates, as applicable. “Seller” means the party described on the  face hereof. This purchase order, including any specifications, drawings, proposal or  statement of work attached hereto or specifically referred to herein (this “Order”),  provides for the purchase by Buyer from Seller of the materials, parts, products,  equipment, supplies and other tangible personal property (“Goods”) and/or the  consulting, advisory and other services (“Services”) described herein. Seller shall provide  Goods and render Services hereunder as an independent contractor and not as an agent of  Buyer. Seller shall not enter into any agreements or incur obligations on behalf of Buyer  without prior written consent from Buyer. 

2. ORDER. The Order is an offer to enter into a contract. Buyer may revoke or modify this  offer at any time prior to Seller's acceptance. Any of the following shall constitute Seller's  acceptance of this Order on the terms and conditions set forth herein and no other terms  (i) Seller's execution and delivery to the Buyer of the acknowledgment copy of this Order  or Seller's own acknowledgment form, (ii) Seller's commencement of performance  pursuant to this Order, or (iii) Seller's acceptance of any payment by Buyer hereunder.  Buyer is not bound by and hereby expressly rejects any additional or different terms or  provisions that may appear on any proposal, quotation, price list, acknowledgment,  invoice, packing slip or the like used by Seller. 

3. PRICES AND TAXES. Seller shall furnish the Goods and Services called for by this  Order at the prices stated on the face hereof. Seller represents and warrants that the prices  stated are not higher than the prices for the same Goods and Services in the same quantities charged to others. If no price is stated Seller’s lowest prevailing market price  shall apply. Unless otherwise specified, the price stated includes all charges and expenses  of Seller such as handling, packing, boxing, cartage, and all applicable federal, state and  local taxes and fees including but not limited to duty, customs, excise, value added, sales  and use, occupational and manufacturing taxes. Seller shall provide Buyer the benefit of  any price reductions to Goods and Services prior to shipment or provision to Buyer. 

4. INVOICES; PAYMENT TERMS. Seller's invoices shall be dated no earlier than the date  of delivery of Goods or, in the case of Services, the date the agreed upon Services have  been rendered in full. Buyer’s Order number, “ship to” address(es), Seller’s catalog number, quantity and, to the extent applicable, the expiration or “shelf life” date and  batch or lot number must appear on the outside of each shipping container and on all  invoices, packing lists and bills of lading. Delay in receiving invoices, bills of lading and  packing lists and any quality control certificates, package inserts and material safety data  sheets, as well as errors or omissions therein shall constitute cause for Buyer’s delaying  payment. Unless otherwise specified, Buyer shall pay undisputed amounts within thirty (30) days following receipt of invoice. Seller shall not impose any charges on Buyer  other than those agreed upon in this Order. Any amount owed to Seller by Buyer shall be  subject to deduction for amounts owed to Buyer by Seller under any Order. 

5. DELIVERY; SHIPMENTS. Goods to be shipped will be packed in accordance with  sound commercial practices and so as to obtain the lowest rate possible under freight  classifications except when otherwise specified by Buyer. Time is of the essence for this  Order. Deliveries are to be made both in quantities and at times specified on the face hereof, or on release schedules furnished against this Order and, unless otherwise  specified by Buyer, in a single shipment. No partial shipments are allowed without  Buyer’s prior written consent. Buyer reserves the right to cancel this Order and refuse  delivery of Goods and return same at Seller's risk and expense if Seller defaults in the  manner and time of delivery or in the rate of shipment, including deliveries made prior to  the time of delivery specified. All costs incurred by Buyer as a result of Seller's failure to  make delivery at the time and place specified herein, shall be charged to Seller. Seller  shall deliver all goods DDP (Delivered Duty Paid) by insured carrier unless otherwise  specified in the Order or by Buyer in writing. Unless otherwise directed by Buyer in  writing, shipments shall include, as applicable, the quantities shipped, purchase order  number, Seller’s part numbers and description and Buyer’s part numbers and description.  If a blanket purchase order or other contract has been entered into between Seller and  Buyer, the quantity included in this Order shall apply against the quantity covered by  such Order or contract. If any Goods to be delivered pursuant to this Order have a shelf  life, production ahead of Seller’s normal processing time or release date is not permitted  unless specifically authorized in writing by Buyer. If Seller does overship, Buyer may  either retain possession and assume ownership at no cost to the Buyer or, at the sole  discretion of the Buyer, return the Goods to Seller freight collect, plus any charges for  repacking. Buyer is under no obligation hereunder to notify Seller of any overshipment  nor does Buyer assume any liability for payment of overshipments. 

6. INSPECTION. All Goods shall be received by Buyer subject to Buyer's right of  inspection and rejection. Buyer may inspect Goods at Seller’s premises during regular  working hours. Seller shall provide reasonable facilities and assistance for Buyer’s  inspection. If, as a result of sampling inspection, any portion of a lot or shipment of like  or similar items is found not to be in conformity with this Order, Buyer may reject and  return the entire shipment or lot without further inspection or, at its option, complete  inspection of all items in the shipment or lot, reject and return any or all nonconforming  units (or accept them at a reduced price) and charge Seller the cost of such inspection and  return. Items once rejected shall not thereafter be tendered for acceptance unless a written  replace order is submitted to Seller. 

7. WARRANTIES. Seller represents and warrants that: (i) Seller shall strictly comply with  all applicable laws, rules, regulations and ordinances with respect to all Goods delivered  and Services performed; (ii) Seller will make no payment nor transfer anything of value,  directly or indirectly, to any official or other person to influence any decision to obtain or  

retain business or gain an advantage in the conduct of business or to induce such official  or other person to perform a function in violation of any statute, rule or regulation; (iii)  Seller shall perform all Services in a good and workmanlike manner; (iv) all Services  shall be performed by personnel with the skills and experience necessary to perform the  Services; (v) there are no prior commitments with a third party that might interfere with  Seller’s obligations hereunder; (vi) neither it nor the Work Product (as defined below) or  any Goods will violate, infringe or misappropriate any right or legally protected interest  of any person or entity; (vii) it has obtained all releases, permissions and licenses  necessary for Seller to deliver its Goods and to perform its Services; (viii) all Goods will  be merchantable, new, suitable for the uses intended, of the grade and quality specified,  free from all defects in design, material and workmanship, and fit for the intended  use/purpose; (ix) all Goods will conform to the description thereof on the face of this Order and in the applicable catalog, data, specification and information sheets of Seller  and any other sales materials of Seller, and to any specifications or drawings provided by  Buyer to Seller; (x) all Goods will be manufactured, tested and, if required, certified in  accordance with all applicable laws, rules, regulations and ordinances; (xi) all Goods will  be free of all liens and encumbrances; and (xii) Seller has, or will procure at its own  expense, all facilities, capabilities and materials necessary to compete the Orders. These  warranties shall survive any delivery, inspection, acceptance, payment or resale of the  Goods or Services and shall extend to Buyer and its customers. These warranties shall not  be deemed to exclude Seller's standard warranties or other rights or warranties which  Buyer may have or obtain. 

8. ACCEPTANCE AND REJECTION. In the event that any Goods or Services prove  unsatisfactory on account of inferior quality, workmanship or failure to conform to  specifications, drawings, samples or other descriptions or standard mentioned herein,  Buyer reserves the right to reject the same at any time, and in the event rejected Goods or  Services have been paid for by Buyer, they may be returned and/or charged back to  Seller, in which event Seller will allow a credit to pay the charge back, including Buyer's  inspection and handling expenses and transportation both ways. If, after notice, Seller  fails promptly to replace, repair or redo any such Goods or Services, Buyer may do so  without further notice and Seller shall reimburse Buyer for all costs incurred thereby. If  Buyer is unable to replace or repair any such Goods or Services, Seller shall promptly  refund to Buyer the full purchase price paid by Buyer for all Goods or Services. Payment  for Goods or Services on this Order shall not constitute an acceptance thereof.  Acceptance of, or payment for, all or any part of the Goods or Services furnished under  this Order shall not (i) release or discharge Seller's liability in damages or other legal  remedy for breach of promise or warranty, expressed or implied, or any other term of this  Order, or (ii) be deemed to be a waiver of Buyer's right to cancel or return or reject all or  any part of the Order, or to make any claim for damages, including loss of profits or other  special damages. 

9. CHANGES. No modifications hereto may be made without the prior written consent of  Buyer. Seller shall not, without Buyer’s prior written consent, change the manufacturing  location of Goods (which shall require at least six (6) moths prior written notice), use any  nonconforming material in the production/manufacture of Goods, or implement any  deviation or corrective action relating to or affecting the production, manufacture,  handling, efficacy or safety of Goods. Buyer may at any time, by a written change order,  or a telephonic order confirmed by Buyer in writing, increase or decrease the quantity or  otherwise adjust the Goods or Services to be furnished hereunder, suspend performance  by Seller in whole or part, extend the time for delivery or make changes within the  general scope of this Order in specifications, drawings, proposal or statement of work,  method and date of shipment and packing and/or place of delivery. If any such change  affects the cost of or time necessary for performance, Seller shall advise Buyer in writing  within five (5) days after receipt of such change. 

10. INSURANCE. Seller shall maintain such insurance as will be adequate to protect it and  Buyer from all claims which may arise from Seller's performance of its obligations  hereunder. 

11. CANCELLATION. Buyer may at any time terminate all or any part of this Order. Upon  termination, Seller shall (i) immediately cease delivering Goods and performing Services to the extent set forth in the termination notice, (ii) deliver all Work Product, (iii) take all  reasonable steps to minimize costs relating to such termination, and (iv) promptly return  all of the Confidential Information (as defined below). 

12. RECORDS AND AUDIT. Seller shall maintain records during, and for one year  following completion of, Seller’s performance of its obligations hereunder, or such  longer period if required by applicable law, relating to all Goods delivered, Services  performed, time expended and expenses incurred with respect to this Order. Buyer shall  have the right, upon reasonable notice, to examine such records. 

13. CONFIDENTIALITY. Seller shall hold in confidence all information in written, oral,  visual or other form disclosed by or on behalf of Buyer (“Confidential Information”),  unless such information: (i) is or becomes generally available to the public other than as a  result of disclosure by Seller; (ii) is already known by or in the possession of Seller at the  time of disclosure by Buyer; (iii) is independently developed by Seller without use of or  reference to the Confidential Information; or (iv) is obtained by Seller from a third party  that has not breached any obligations of confidentiality. Without limiting the foregoing,  the Confidential Information includes all personal information Seller obtains from or for  Buyer in connection with services performed under this Order. Seller shall use the  Confidential Information only for the purpose of performing its obligations under this  Order. Seller shall protect the Confidential Information using not less than the same care  with which it treats its own confidential information, but at all times shall use at least  reasonable care. Seller shall (i) implement and maintain appropriate security measures to  prevent unauthorized access to, or disclosure of, the Confidential Information, (ii)  promptly notify only Buyer of any unauthorized access or disclosure of the Confidential  Information, and (iii) cooperate with Buyer in the investigation and remediation of any  such unauthorized access or disclosure. Seller shall not disclose any of the Confidential  Information, except to such employees, consultants, contractors, advisors and agents  (“Representatives”) of Seller who need to know the Confidential Information for the  purpose of performing Seller’s obligations under this Order and who are bound by  obligations of non-use and non-disclosure substantially similar to those set forth herein.  Seller shall be responsible for any disclosure or use of the Confidential Information by  such Representatives. Seller shall not use the name of Buyer in any advertising without  Buyer’s prior written consent. 

14. MATERIAL SUPPLIED BY BUYER. All materials, including drawings tools, dies, jigs,  molds, and patterns, supplied by Buyer shall remain the property of Buyer. Seller shall  promptly return to Buyer all such materials upon Buyer’s request. Seller shall maintain 

such materials in good working order, store such materials separately from Seller’s  property, identify such materials as Buyer’s property, use such materials only for Buyer’s  Orders, and maintain insurance coverage for such materials at least equal to the replacement value of such materials and payable to Buyer and supply to Buyer proof of  such insurance upon demand. Such material shall be held at Seller’s risk. Seller shall be  responsible for the cost of any materials not returned to Buyer in good working order  when requested. 

15. INTELLECTUAL PROPERTY. Buyer shall retain all rights in any samples, drawings,  data, works, materials and intellectual and other property provided by Buyer to Seller.  Seller hereby assigns to Buyer, for no additional consideration, all right, title and interest,  including intellectual property rights, in all deliverables and other data, reports, works of authorship, inventions (whether reduced to practice or not), know-how, software,  improvements, designs, devices, processes, methods, products and other work product  developed, authored, conceived, produced or acquired by Seller, its employees,  contractors or its agents for Buyer under this Order, whether before or after the date of  the Order (the “Work Product”). Seller shall execute and deliver any documents and do  such things as may be necessary or desirable in order to carry into effect the provisions of this Section. All Work Product shall be deemed Confidential Information. 

16. ASSIGNMENT. The rights and obligations of Seller under this Order may not be  assigned or subcontracted to others without Buyer’s prior written consent. Buyer may  assign this Order in whole or in part without Seller’s consent. 

17. EEO and Notice of Labor Rights. Seller shall, to the extent they apply, abide by (1) the  requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which prohibit  discrimination against qualified individuals based on their status as protected veterans or  individuals with disabilities, prohibit discrimination against all individuals based on their  race, color, religion, sex, sexual orientation, gender identity, or national origin and  require affirmative action to employ and advance in employment individuals without  regard to race, color, religion, sex, sexual orientation, gender identity, national origin,  protected veteran status, or disability; (2) 29 CFR Part 471, Appendix A to Subpart A,  and (3) E-Verify. 

18. SURVIVAL. Sections 7, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 hereof shall survive any  termination or expiration of this Order. 

19. MISCELLANEOUS. This Order and any blanket purchase order or other contract entered  into between the parties with respect to the purchase of Goods or Services (the “Master  Agreement”) is the entire agreement between Buyer and Seller with respect to Buyer's  

purchase of the Goods or Services and supersedes all prior agreements between the  parties relating to the subject matter hereof. In the event of a conflict between the terms  and conditions on the face of the Order and the terms and conditions contained on the  reverse side of this Order, the terms and conditions on the face of this Order shall control.  In the event of a conflict between the terms of this Order and the terms of the Master  Agreement, the Master Agreement shall control. No waiver, consent, modification or  amendment of the terms of this Order shall be binding unless made in a writing  specifically referring to this Order signed by Buyer and Seller. This Order and all claims  related to it shall be governed by the laws of the Commonwealth of New York State,  without regard to its choice or conflict of law provisions or the U.N. Convention on  Contracts for the International Sale of Goods, the provisions of which are expressly  excluded.

 

NextGen Aesthetics 1 Year Warranty Terms and Conditions

This warranty is issued by T Aesthetics LLC, a New York limited liability company, doing business as NextGen Aesthetics™ The Client is provided with a one year limited warranty covering the NextGen Aesthetics™  device purchased directly from NextGen Aesthetics, LLC. If the device is determined to be defective or malfunctioning, NextGen Aesthetics™ will send out technical support free of charge to remedy the issue, if the technican deems the issue as unservicable a replacement unit will be issued. The Client will be responsible only for applicable shipping costs associated with the replacement.
This warranty applies solely to normal and intended use of the device, as outlined in the most current NextGen Aesthetics™ extended T & C's agreement, beginning on the original date of purchase. Coverage remains in effect for the operational 1 year of the device or until NextGen Aesthetics™ ceases business operations, whichever occurs first. This warranty is granted exclusively to the original purchaser and may not be transferred, assigned, or extended to any subsequent owner. NextGen Aesthetics™ reserves the right to modify or discontinue this warranty program at its discretion; however, any such changes will not affect devices purchased prior to the modification.
Exclusions
This warranty does not cover damage or defects resulting from:
1.    Improper handling, negligence, unauthorized modification, improper storage, transportation damage, or installation by individuals not approved by NextGen Aesthetics™.
2.    Abuse, misuse, or operator negligence.
3.    Unauthorized servicing, repair, disassembly, or attempted repair.
4.    Use with accessories, consumables, or products not supplied or approved by NextGen Aesthetics™.
5.    Exposure of the device to an autoclave or similar sterilization equipment.
Limitation of Remedies and Liability
The servicing or replacement of the device, as described above, constitutes the Client’s remedy under this warranty. To the fullest extent permitted by law, NextGen Aesthetics and its suppliers shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to personal injury, lost profits, business interruption, or other financial losses, even if advised of the possibility of such damages. In all circumstances, total liability shall be limited to the amount paid by the Client for the device and any related disposables. Certain jurisdictions may restrict these limitations, in which case they may not fully apply.
Replacement & Return Conditions
The Client is responsible for shipping the covered device to NextGen Aesthetics™ and must provide valid carrier tracking confirmation. Any device replaced under this warranty must be returned within fifteen (15) days of the replacement unit being shipped. Failure to return the original device within this timeframe will result in a replacement fee equivilant to the initial purchase price, which the Client authorizes NextGen Aesthetics to charge to the credit card on file without dispute.
By requesting a replacement device under this warranty, the Client acknowledges and agrees that any returned device becomes the sole property of NextGen Aesthetics™, and all rights to the returned unit are permanently forfeited. 
All additional Terms and Conditions for this device including more information regarding the warranty policy can be found outlined in our PURCHASING STANDARD TERMS AND CONDITIONS AGREEMENT. 
By signing below, the Purchaser hereby acknowledges that Purchaser is entering into a binding contract (this “Agreement”) to purchase the equipment/services described below. This Agreement includes and incorporates by reference T Aesthetics LLC d/b/a NextGen Aesthetics™’s then-current Terms and Conditions of Sale (“Terms and Conditions of Sale”). If the Purchaser is a corporation, partnership, or any other entity, then the individual signing below hereby represents that he/she is authorized to enter into this Agreement on behalf of the Purchaser.
This is an irrevocable agreement. You may not cancel or terminate this agreement once signed.

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