Syneron® - Important Legal Information
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Terms”) are by Syneron Candela (“Syneron Candela”) to the purchaser (“Purchaser”) under the Purchase Agreement (“Purchase Agreement”) to which these Terms are attached and incorporated by this reference.
- Equipment Purchase: Syneron Candela agrees to sell and Purchaser agrees to purchase the equipment, products and services listed on the Purchase Agreement (collectively, the “Equipment”).
- Purchase Price: The purchase price for the Equipment is set forth in the Purchase Agreement (the “Purchase Price”), which Purchase Price is exclusive of all excise, sales, use and other taxes imposed by any federal, provincial, municipal or other government authority (collectively, the “Taxes”), all of which Taxes shall be paid by Purchaser unless Purchaser has provided to Syneron Candela a valid certificate of exemption from any such Taxes on the purchase of the Equipment.
- Terms of Payment: Purchaser will pay Syneron Candela’s invoice in full in Canadian Dollars, by bank transfer, cash, or certified cheque. Syneron Candela shall be entitled to require full or partial payment in advance. Syneron Candela reserves the right to withhold warranty service to the extent any payments are overdue. Overdue payments shall be subject to finance charges computed at a periodic rate equal to the lesser of (i) 1-1/2% per month; or (ii) the highest rate permitted under applicable law. All amounts owed by Purchaser shall be paid in full without setoff. Purchaser shall pay Syneron Candela the sum of Fifty Dollars ($50.00) per cheque for any cheque returned to non-sufficient funds.
- Event of Default; Remedies: In the event Purchaser fails to pay the Purchase Price or any other amount when due or perform its other obligations under these Terms (each such event, an “Event of Default”), then Syneron Candela may take any and all actions available under law or equity to collect said amounts, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the Purchase Price, referral to outside collection agencies and/or commencement of legal action. Syneron Candela’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to any Collateral (as defined in Section 7 below) before taking any other collection actions. Syneron Candela may require that Purchaser assemble and return any or all of the Collateral to Syneron Candela and, in the event Purchaser fails to return such Collateral peaceably, enter upon the premises where such Collateral is located, with or without legal process, and repossess such Collateral. Upon the occurrence of an Event of Default, Purchaser agrees to pay upon Syneron Candela’s demand: (i) all costs and expenses incurred by Syneron Candela or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Collateral; (ii) reasonable legal fees and other costs incurred by Syneron Candela or its assignee in enforcing or defending its rights and remedies under these Terms or the Related Documents (as defined in Section 18 below).
- Delivery: Unless otherwise specified, all sales are F.O.B shipping point at the place of manufacture or Syneron Candela’s warehouse location in Richmond Hill, Ontario. Without in any way limiting the generality of Section 11, Syneron Candela shall not be liable for any Damages (as defined in Section 16 below) resulting from any delay in delivery that is due to any cause beyond Syneron Candela’s reasonable control or any acts or omissions of Purchaser. In the event of such delay, time for delivery shall be extended for a period equal to the duration of the delay and Purchaser shall accept delivery when made. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of thirty (30) days, Syneron Candela may, at Syneron Candela’s option, by written notice to Purchaser, cancel that delivery and future deliveries without further liability or obligation to Purchaser of any kind. Equipment on which delivery is delayed at the request of Purchaser or due to any cause within Purchaser’s control may be placed in storage by Syneron Candela at Purchaser’s risk and expense.
- Third-Party Financing. In the event that Purchaser finances its acquisition of the Equipment with a third party, Purchaser may direct Syneron Candela to transfer title to the Equipment to such third party financing company (in lieu of transfer to Purchaser) with all remaining terms and conditions of the Related Documents remaining in full force and effect.
- Security Interest: Purchaser hereby grants to Syneron Candela a first priority, purchase money security interest in all right, title and interest in the Collateral (defined below) to secure the full payment and performance by Purchaser of its liabilities and obligations to Syneron Candela under the Related Documents or otherwise. “Collateral” consists of the Equipment, including all parts, accessories, attachments, peripherals and software related thereto, and all products and proceeds thereof. Until Syneron Candela receives full payment of the Purchase Price for the Equipment, Purchaser shall keep the Equipment free and clear of all liens and encumbrances and shall not sell or transfer any interest in the Equipment to any third party. Purchaser hereby authorizes and appoints Syneron Candela as Purchaser’s power of attorney to execute, deliver and file at any time, any financing statement and/or take any other action permitted by applicable law to perfect, enforce, continue and amend, Syneron Candela’s security interest in any jurisdiction deemed appropriate by Syneron Candela. Purchaser also agrees to execute and deliver any other documents Syneron Candela may request in order to perfect Syneron Candela’s security interest in the Collateral.
- Limited Manufacturing Warranty: Syneron Equipment is warranted only under the Limited Warranty Schedule – Syneron. Candela Equipment is warranted only under the Limited Warranty Schedule – Candela. UltraShape Equipment is warranted only under the Limited Warranty Schedule – Ultrashape. The applicable Limited Warranty Schedule is attached to these Terms. The applicable Limited Warranty Schedule contains the whole of the warranty applicable to the Equipment.
- Limited Regulatory Warranty: Syneron Candela hereby warrants to the original Purchaser of the Equipment that Health Canada has issued the Equipment a licence, pursuant to the Food and Drug Act(Canada) and Medical Device Regulations, authorizing its use as an approved medical device [A1] (the “Limited Regulatory Warranty” and collectively with the Limited Manufacturing Warranty, the “Limited Warranties”). The Limited Regulatory Warranty is neither transferable nor assignable by the original Purchaser and is subject to the limitations set forth in these Terms.
- Disclaimers: THE LIMITED WARRANIES COMPRISE THE EXCLUSIVE REMEDIES AGAINST SYNERON CANDELA AND SYNERON CANDELA MAKES NO OTHER WARRANTIES FOR THE EQUIPMENT, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE EQUIPMENT’S COMPLIANCE WITH APPLICABLE LAWS, ALL OF WHICH ARE HEREBY DISCLAIMED. ANY STATEMENTS INCONSISTENT WITH OR IN ADDITION TO THE LIMITED WARRANTIES (INCLUDING ANY SUCH STATEMENTS IN THE RELATED DOCUMENTS) ARE UNAUTHORIZED AND SHALL NOT BE BINDING UPON SYNERON CANDELA. PURCHASER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING REGULATION OF MEDICAL DEVICES MADE BY SYNERON CANDELA, OR ITS AGENTS OR EMPLOYEES, ARE AND SHALL BE CONSTURED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY SYNERON CANDELA AS TO THEIR ACCURACY OR VALIDITY. FURTHER, SYNERON CANDELA HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SURGICAL, OTHER MEDICAL CARE OR ASSISTANCE, INCLUDING THE SELECTION OF MEDICAL PROCEDURES AND EQUIPMENT FOR, OR CARE OF, PATIENTS.
- Limited Liability: NOTWITHSTANDING ANYTHING IN THE RELATED DOCUMENTS TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL SYNERON CANDELA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT, THE RELATED DOCUMENTS, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT, ANY OTHER ACT OR OMISSION OF SYNERON CANDELA, OR BASED UPON ANY OTHER LEGAL THEORY. FURTHER, IN NO EVENT WILL SYNERON CANDELA'S TOTAL LIABILITY UNDER THE RELATED DOCUMENTS EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SYNERON CANDELA BY PURCHASER FOR THE EQUIPMENT GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO ACTION MAY BE BROUGHT BY PURCHASER FOR ANY BREACH OF THE RELATED DOCUMENTS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
- Patents and Other Proprietary Rights: Syneron Candela shall defend and hold the Purchaser harmless from all third party claims, liabilities and damages finally awarded by a court of competent jurisdiction or as finally settled by Syneron Candela, which are a direct result of the Syneron Candela proprietary product sold hereunder (when used for an application for which it was marketed and sold)infringing a valid Canadian patent (each a “Patent Claim” and collectively “Patent Claims”), provided that the original Purchaser shall have promptly advised Syneron Candela in writing of such Patent Claim and shall cooperate fully with Syneron Candela in the defense or settlement of such Patent Claim. Syneron Candela shall have sole control of the defense of all Patent Claims and of all negotiations for their settlement or compromise. This indemnity shall not apply to Patent Claims arising from the use or sale of products manufactured in accordance with any designs or specifications provided by Purchaser, modifications made to the Equipment without Syneron Candela’s specific written approval or resulting from combinations with products not provided by Syneron Candela. No sale of any Equipment shall be construed as granting to Purchaser by Syneron Candela any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the Equipment.
- Assignment: Purchaser shall neither delegate any duties nor assign any rights or claims under the Related Documents without Syneron Candela’s prior written consent, and any such attempted delegation or assignment shall be void. Syneron Candela may, at any time, without prior notice, assign or transfer any of the Related Documents.
- Compliance with Laws: Purchaser shall carry out the transactions contemplated by the sale and shall otherwise deal with the Equipment sold in conformity with all applicable laws, rules, orders, and regulations of all governmental authorities applicable to Purchaser, including, without limitation, the Export and Import Permits Act, and shall obtain all permits and licenses required in connection with the purchase, installation, sale, shipment or use of any of the Equipment (collectively, “Applicable Laws”).
- Governing Law, Jurisdiction, Venue, and Waiver of Jury Trial: The Related Documents and the rights and remedies provided hereunder and thereunder, and any claims, disputes and controversies arising hereunder or related hereto, shall be governed by, construed and enforced exclusively in accordance with the laws of the Province of Ontario, without regard to conflict of laws principles. Purchaser hereby consents and submits to the exclusive jurisdiction in, and hereby stipulates that venue shall be in the courts of Ontario, located in Toronto, and further agrees to bring any such action exclusively in such court; provided that any suit seeking enforcement of Syneron Candela’s security interest in any Equipment may be brought, at Syneron Candela’s sole option, in the courts of any jurisdiction where such Equipment may be found. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATED DOCUMENTS. THE PARTIES AGREE THAT THIS SECTION 15CONSTITUTES A SPECIFIC AND MATERIAL ASPECT OF THESE TERMS AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THE RELATED DOCUMENTS IF THIS SECTION 15 WERE NOT INCLUDED IN THESE TERMS.
- Indemnification By Purchaser: Purchaser agrees to defend, indemnify, and hold harmless Syneron Candela, its officers, directors, employees, agents and independent contractors (collectively, “Syneron Candela Indemnified Parties”) from and against any and all damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred or asserted against any Syneron Candela Indemnified Party (collectively, “Damages”) for (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in the Related Documents by Purchaser or its personnel; (b) any negligent act or omission or willful misconduct of Purchaser or its personnel in connection with the Related Documents; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by the Purchaser or its personnel; (d) any failure by Purchaser or its personnel to comply with any Applicable Laws; (e) any fraud or other intentional acts by Purchaser; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Purchaser using the Equipment unless said Damages are caused solely by the gross negligence of Syneron Candela or solely as result of a breach by Syneron Candela of the Limited Manufacturing Warranty.
- Software License: Syneron Candela hereby grants to Purchaser a non-exclusive, non-transferable, limited license to use the software contained or embedded in the Equipment solely in conjunction with the Purchaser’s use of the Equipment. Accordingly, Purchaser shall not: (i) sell, rent or lease the software to any third party; (ii) reverse engineering or try to decompile the source code for such software; or (iii) provide access to the software or any information related thereto to any third party without that party agreeing to comply with the terms herein.
- Representations and Warranties By Purchaser: Purchaser represents, and warrants and covenants to Syneron Candela that: (a) the Equipment will be used for business purposes, and not for personal, family or household purposes; (b) the full and accurate legal name of Purchaser is as stated on the signature page to the Purchase Agreement; (c) Purchaser has the power and capacity to enter into the Purchase Agreement and all documents related to the purchase of the Equipment and any other documents required to be delivered in connection herewith or therewith, each including and subject to these Terms (collectively, the “Related Documents”); (d) the Related Documents do not contravene or violate any Applicable Laws or any agreement Purchaser has with any lender, vendor, or other third party; (e) the Related Documents have been duly authorized, executed and delivered by Purchaser and constitute valid, legal and binding agreements, enforceable against Purchaser in accordance with their terms; and (f) Purchaser is, and will remain, in compliance with all Applicable Laws.
- Exclusive Agreement; Amendment; Order of Precedence and Severability: The Related Documents comprise the sole and exclusive agreement between the parties with respect to the subject matter hereof and supersede any and all other agreements, representations, references, documents, and conditions, whether oral or written, which may have been previously made with respect thereto. Terms and conditions set forth in any document provided by Purchaser that differ from, conflict with or are not included in the Related Documents shall not become a part of any agreement between Syneron Candela and Purchaser unless such terms and conditions are specifically accepted by Syneron Candela in writing. In the event of any conflict between these Terms and any other Related Document, these Terms shall govern and control. No modifications, amendment, or other alteration may be made to the Related Documents unless made in writing and signed by each party’s authorized representative. If any provision of the Related Documents is, or is declared in a future proceeding to be, invalid, unenforceable, or illegal in any jurisdiction, such provision will be ineffective in such jurisdiction only to the extent of such invalidity, unenforceability, or illegality and such invalidity, unenforceability, or illegality will not affect either the balance of such provision, to the extent it is not invalid, unenforceable, or illegal or the remaining provisions hereof or thereof nor render invalid, unenforceable, or illegal such provision in any other jurisdiction.
LIMITED WARRANTY SCHEDULE – SYNERON PRODUCTS
THE LIMITED WARRANTY IN THIS SCHEDULE APPLIES ONLY TO SYNERON EQUIPMENT.
What Is Covered. Syneron Candela grants a limited warranty for the Equipment as specified in this Schedule. This Limited Warranty covers defects in material and workmanship in the (i) Syneron Candela systems, (ii) applicators purchased at the same time that a System is purchased (the “Bundled Applicators”), and (iii) applicators purchased separately from a system (the “Stand-Alone Applicators) identified in the Equipment Schedule contained in the Sales Agreement.
Who Is Covered. This Limited Warranty extends solely to the Purchaser who purchased the Equipment from Syneron Candela. This Limited Warranty is non-transferable and non-assignable by the Purchaser. Syneron Candela shall have no obligations for claims made under a transferred warranty in the event that the Purchaser attempts an assignment of the Purchaser’s rights under this Limited Warranty.
How Long. The term of this Limited Warranty (the “warranty period”) is a period of one (1) year from the initial date Syneron Candela delivers any System(s) and any Bundled Applicator(s) to Purchaser. The warranty period for any Stand-Alone Applicator is a period of one (1) year from the initial date that Syneron Candela delivers any Stand-Alone Applicator(s) to Purchaser. To the extent that Syneron Candela determines, in its sole discretion, that it should replace any of the Equipment, Syneron Candela warrants any such replacement System, Bundled Applicator, Stand-Alone Applicator, or part for the duration of the original warranty period.
Suspension of Warranty Coverage. Service coverage under this Limited Warranty will be automatically suspended (i) during any periods of non-payment of any charges due to Syneron Candela by the Purchaser (including if a cheque does not clear); and (ii) during any period that Purchaser retains possession of a Loaner system (defined below) and is being assessed Rental Charges (defined below) by Syneron Candela. Limited Warranty service coverage shall recommence when Syneron Candela receives payment in full of any and all charges due. Note that although warranty service will not be available during any period of non-payment, the warranty period will continue to run during such time.
What Syneron Candela Will Do. Syneron Candela will, within the applicable warranty period, at Syneron Candela's sole option, repair or replace any defects in material or workmanship in the Equipment without any costs to the Purchaser for parts or labour (except as specifically stated below). To the extent that Syneron Candela determines that it should replace a System, Syneron Candela may do so using another System that is of the same model and year of manufacture and in good working order.
What Is Not Covered. This Limited Warranty does not cover any Equipment, including applicators, which has been damaged by accident, misuse (including improper storage), abuse, and/or modification of the Equipment, in the Purchaser’s transportation of the Equipment, by an act of God, use of the Equipment in violation of the instructions, the use for any purpose other than one for which the Equipment was manufactured, damage caused by unauthorized repair, or the use of unauthorized parts, and/or requests for repair for any problems that Syneron Candela cannot replicate or problems claimed by the Purchaser (collectively and individually “Excluded Repairs”). This Limited Warranty also does not cover any equipment, products or accessories sold or supplied with the Equipment which are manufactured by a third party. Syneron Candela will bill the Purchaser for Excluded Repairs at $150 per hour plus the costs of the parts, shipping costs and Syneron Candela’s then current handling fee for the inspection and diagnosis of each of the Excluded Repairs.
How to Obtain Service. To obtain service under this Limited Warranty, the Purchaser must first contact Syneron Candela by telephone (a “service call”), toll free (866) 259-6661. In making a service call, the Purchaser must provide Syneron Candela with sufficient information to identify the Equipment for which warranty service is desired (the “affected Equipment”) including model number, serial number, specifics regarding the Purchaser’s complaint, and the Purchaser’s shipping address. The Purchaser representative placing the service call (“Purchaser’s Technician”) must have personal experience with the affected Equipment, including specific knowledge regarding both the use of the Equipment and the nature of the problems which led to Purchaser’s service call. Upon receipt of a service call, the Purchaser’s Technician and Syneron Candela’s technician must attempt to resolve the service issue through diagnostic services performed over the telephone. In the event that Syneron Candela cannot replicate the problem or problems identified by the Purchaser during the service call, the Purchaser may then ship the affected Equipment to Syneron Candela’s service centre for inspection and diagnosis.
Charges related to Service. If Syneron Candela determines that the affected Equipment is covered by this Limited Warranty, there will be no charges assessed to Purchaser for the repair or related shipping and handling of the Equipment in connection with the warranty service. If Syneron Candela cannot replicated the problem or problems identified by the Purchaser during diagnostic testing at Syneron Candela’s service centre, Syneron Candela will bill and the Purchaser agrees to pay Syneron Candela a fee of USD $1,500 (except for Aurora applicators with 2 heads or less, for which a fee of $1,000.00 will be charged) for each System returned to Syneron Candela for inspection and diagnosis. The Purchaser also will be responsible for all shipping charges (incoming and outgoing) related to the shipment of any Equipment to Syneron Candela for inspection and diagnosis. Syneron Candela will also bill the Purchaser and the Purchaser agrees to pay for shipping costs and Syneron Candela’s then current handling fee to return Equipment in cases where the Purchaser delivers the incorrect System for warranty service. If any piece of Equipment to be shipped to Syneron Candela for service under this Limited Warranty is not ready for shipment at the time the carrier designated by Syneron Candela arrives at the location designated by the Purchaser, Purchaser agrees that Syneron Candela will assess and the Purchaser will pay a charge of $20.
Service Loaner. If Syneron Candela’s technician determines that it is necessary for the Purchaser to deliver any Equipment to Syneron Candela for warranty service, Syneron Candela will use its best efforts to deliver a service loaner system (the “Loaner”) to the Purchaser within one business day following such request, provided that: (i) the Purchaser completes the telephone service call diagnostic assessment and requests a Loaner prior to 3:00 p.m. PST one business day before the next business day on which a Loaner system is scheduled for delivery by Syneron Candela; and (ii) a Loaner is available for use at the time of Purchaser’s request. As a condition of use of a Loaner, the Purchaser must deliver the affected Equipment to the designated Syneron Candela service centre for inspection and diagnosis within 24 hours of the Purchaser’s receipt of the Loaner. In the event that the Purchaser fails to deliver the affected Equipment to Syneron Candela as required, Syneron Candela shall have the right to immediately reclaim the Loaner and assess Rental Charges (described below) to the Purchaser. Except for the return of the Loaner to Syneron Candela, Purchaser may not move or relocate a Loaner, regardless of the Purchaser’s need for the Loaner at a different location. The Loaner shall at all times be considered personal property of Syneron Candela and the title to the Loaner shall not pass to Purchaser but shall remain in Syneron Candela. Purchaser shall not remove, conceal or otherwise interfere with the title or any ownership markings of Syneron Candela affixed to the Loaner. Purchaser shall keep the Loaner free from all liens, charges and encumbrances of any kind whatsoever. Syneron Candela disclaims all warranties, express or implied, with respect to the Loaner. In no event will Syneron Candela have any obligation or liability for damages, to Purchaser arising out of or in connection with the use or performance of the Loaner.
Charges Related to Service Loaner. Provided that Purchaser delivers the Equipment to Syneron Candela’s service centre within 24 hours of receipt of the Loaner, Purchaser shall be entitled to use of the Loaner free of charge until such time that Purchaser’s Equipment has been returned to Purchaser. If Purchaser does not timely deliver the Equipment to Syneron Candela’s service centre following receipt of the Loaner, Purchaser will be charged for use of the Loaner as provided below. Purchaser shall return the Loaner to Syneron Candela within 24 hours following Syneron Candela’s return of Purchaser’s System.
Failure to Return Equipment. Purchaser agrees that if Purchaser fails to deliver the affected Equipment to Syneron Candela within 24 hours after receipt of a Loaner or replacement applicator, and such failure continues for a period of 72 hours, then (i) Purchaser shall be assessed rental charges of $500 per day for each day per Syneron Candela system and $150 per day for each day per Syneron Candela applicator (“Rental Charges”) until the affected Equipment is received by Syneron Candela and such Rental Charges shall be immediately due and payable by Purchaser to Syneron Candela; (ii) Purchaser’s Limited Warranty for the System shall be suspended and be without further force and effect until the affected Equipment is received by Syneron Candela; and (iii) Syneron Candela may immediately and without notice take possession of the Loaner wherever found; and (iv) Purchaser shall reimburse Syneron Candela for all amounts expended or charges incurred by Syneron Candela, including reasonable legal fees, in connection with any action at law, in equity or otherwise by Syneron Candela to recover possession of the Loaner or otherwise enforce this Limited Warranty. All Rental Charges shall be immediately due and payable by Purchaser to Syneron Candela.
Failure to Return Loaner. Purchaser agrees to return the Loaner to Syneron Candela within 24 hours following return of Purchaser’s Equipment. In the event that Purchaser fails to return the Loaner to Syneron Candela as required and such failure continues for a period of 72 hours following the return of Purchaser’s Equipment: (i) Purchaser shall be assessed Rental Charges for each day until the Loaner is returned to Syneron Candela and such Rental Charges shall be immediately due and payable by Purchaser to Syneron Candela; (ii) Purchaser’s Limited Warranty for the System shall be suspended and be without further force and effect until the Loaner is returned to Syneron Candela; (iii) Syneron Candela may immediately and without notice take possession of the Loaner wherever found; and (iv) Purchaser shall reimburse Syneron Candela for all amounts expended or charges incurred by Syneron Candela, including additional shipping and handling costs, and reasonable legal fees, in connection with any action at law, in equity or otherwise by Syneron Candela to recover possession of the Equipment or otherwise enforce this Limited Warranty. All Rental Charges shall be immediately due and payable by Purchaser to Syneron Candela. Purchaser shall be responsible for the shipping and handling costs for shipments of a Loaner to/from a location outside Canada.
Suspension of Warranty Coverage. Service coverage under this Limited Warranty will be automatically suspended during any periods of non-payment of any charges due to Syneron Candela by the Purchaser (including if a cheque does not clear). Limited Warranty service coverage shall recommence when Syneron Candela receives payment in full of any and all charges due. Note that although warranty service will not be available during any period of non-payment, the warranty period will continue to run during such time.
Exclusions.The Limited Warranty specified in this Schedule do not cover any Equipment, including applicators, which has been (i) damaged by accident, misuse (including improper storage), abuse, in the Purchaser’s transportation of the Equipment, or by an act of God, (ii) modified; (iii) used in violation of our instructions for use and operation, (iv) used for any purpose other than one for which the Equipment was manufactured, (v) damaged by unauthorized repair, or the use of unauthorized parts; and/or involves requests for repair for any problems that Syneron Candela cannot replicate or problems claimed by the Purchaser (collectively and individually “Excluded Repairs”). This Limited Warranty also does not cover any equipment, products or accessories sold or supplied with the Equipment which are manufactured by a third party.
LIMITED WARRANTY SCHEDULE – CANDELA PRODUCTS
THE LIMITED WARRANTY IN THIS SCHEDULE APPLIES ONLY TO CANDELA EQUIPMENT.
Syneron Candela grants a limited warranty for the Equipment as specified in this Section to the original Purchaser that the new Equipment, excluding instruments, accessories, and consumable products, will be free from defects in material and/or workmanship for a period of one (1) year (or, except for (i) the LPL Handpiece, which is the earlier to occur of one (1) year and 250,000 pulses; (ii) SmoothPeel Handpiece, which is the earlier to occur of one (1) year and 100,000 pulses; or (iii) a different period as otherwise set forth in the Sales Agreement, provided however the LPL and SmoothPeel timeframes cannot be modified on a Purchase Agreement) from the date of Syneron Candela’s shipment of the Equipment to the original Purchaser. If we receive written notice of defects during the warranty period, Syneron Candela will, at its sole option, either repair or replace the hardware components, fiber delivery system or other Equipment, if any, that we determine are defective. The Purchaser must notify Syneron Candela of any defect within forty-eight (48) hours after the defect first comes to the Purchaser’s attention. Any replacement Equipment shall be, at Syneron Candela’s sole option, new or remanufactured products, and are warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty is not transferable nor assignable and is subject to limitations.
The Candela Cool Clip shall be free from defects in material and workmanship for ninety (90) days from the date of shipment. If Syneron Candela receives notice of such defects during the warranty period, Syneron Candela will, at its option, either repair or replace the plastic components that prove to be defective. The Purchaser must notify Syneron Candela of any defect within forty-eight (48) hours after the defect first comes to the Purchaser’s attention. Any replacement products shall be at Syneron Candela’s option new or remanufactured products, and are warranted for the remainder of the original warranty or thirty (30) days, whichever is longer. This warranty is not transferable nor assignable and is subject to limitations.
All claims that the Equipment (as delivered) does not conform to technical specifications published by Syneron Candela Corp. must be made in writing within ten (10) days after delivery to the Purchaser, and any claims not made within that period shall be deemed waived and released. Our sole responsibility with respect to such claims shall be, at our sole option, to repair or replace any Equipment or component which we determine to be defective.
The limited warranty in this Schedule is not intended for Equipment used in a mobile environment. Mobile usage will require a separate special mobile warranty package. The one (1) year limited warranty on fiber systems is not subject to modification or extension. To the extent that the Sales Agreement indicates a warranty period longer than one (1) year or any other provisions inconsistent with this Limited Warranty Schedule, this Limited Warranty Schedule shall be deemed to control.
Service coverage under this Limited Warranty will be automatically suspended during any periods of non-payment of any charges due to Syneron Candela by the Purchaser (including if a cheque does not clear). Limited Warranty service coverage shall recommence when Syneron Candela receives payment in full of any and all charges due. Note that although warranty service will not be available during any period of non-payment, the warranty period will continue to run during such time.
In addition, the following table specifies the time periods applicable to other product-specific limited warranties. Please refer to the table for additional information pertaining to the warranty coverage for Equipment purchased.
Limitations on Warranty Components
Years of Warranty
Cryogen case of 12
25pk Windows kit
PM / DYE Kit
Alex Laser Family:
1 through 5
1 and 2
3 through 5
1 and 2
3 through 5
1 and 2
3 through 5
1 through 5
1 and 2
3 through 5
** The first dye kit is already installed in the laser prior to the shipment.
1 through 3
4 and 5
The Limited Warranty herein does not cover any Equipment, including applicators, which has been (i) damaged by accident, misuse (including improper storage), abuse, in the Purchaser’s transportation of the Equipment, or by an act of God, (ii) modified; (iii) used in violation of our instructions for use and operation, (iv) used for any purpose other than one for which the Equipment was manufactured, (v) damaged by unauthorized repair, or the use of unauthorized parts; and/or involves requests for repair for any problems that Syneron Candela cannot replicate or problems claimed by the Purchaser (collectively and individually “Excluded Repairs”). This Limited Warranty also does not cover any equipment, products or accessories sold or supplied with the Equipment which are manufactured by a third party.
LIMITED WARRANTY SCHEDULE – ULTRASHAPE
THE LIMITED WARRANTY IN THIS SCHEDULE APPLIES ONLY TO ULTRASHAPE EQUIPMENT.
Syneron Candela warrants to Purchaser that, subject to Purchaser’s payment of all fees due to Syneron Candela: (i) for a period of one (1) year following delivery of the Equipment, the Equipment will conform materially to its specifications provided by Syneron Candela. Syneron Candela’s sole obligation and Purchaser’s exclusive remedy for any failure of Equipment to perform as warranted above, is the correction or replacement, at Syneron Candela’s option, of the non-conforming Equipment item, provided, however that Syneron Candela has been notified by Purchaser of the non-conformity prior to expiration of the warranty period set forth above.
Each Transducer will operate in accordance with its specifications provided by Syneron Candela for one (1) year. Syneron Candela’s sole obligation and Purchaser’s exclusive remedy for any failure of a Transducer to perform as warranted above is the refund of the pro rataportion of the purchase price paid by Purchaser corresponding to the number of pulses (or other relevant criteria under the then-applicable warranty) for which the Transducer was used relative to the maximum permitted pulses (or other criteria, as applicable), provided, however that Syneron Candela has been immediately notified by Purchaser of the non-conformity. Consumables are provided without warranty of any kind. Replaced Equipment, including Transducers or parts must be returned to Syneron Candela within thirty (30) days of a claim made under warranty in accordance with instructions provided by Syneron Candela; failure to do so will result in a full charge for the part.
Without limiting any provisions limiting Syneron Candela’s liability under the agreement for sale of the Equipment, the warranty set forth herein will not apply, and, Purchaser will reimburse Syneron Candela for any costs and expenses incurred in connection with goods or services provided in the event: (i) the Equipment or any part or component thereof has been used other than in accordance with this Agreement, the product documentation or other written operating instructions or has been subject to negligence or accident by anyone other than Syneron Candela including, with respect to Transducers, use in excess of the maximum period determined by Syneron Candela, or product or parts identification labels are removed or altered; or (ii) the Equipment or any part or component thereof has been modified, repaired, serviced, maintained or altered by anyone other than Syneron Candela; or (iii) the Equipment or any part or component thereof has been combined with software, hardware or other equipment not supplied by or Ultra Shape Ltd. (“Ultrashape”); or (iv) the Equipment or any part or component thereof has been installed not in accordance with the written installation instructions provided by Syneron Candela, or other than by Purchaser; or (v) the Equipment or any part or component thereof has been damaged by causes beyond the control of Syneron Candela; or (vi) in the event the Equipment has been modified without Syneron Candela’s consent; or (vii) in the event the Equipment has been sold by the Purchaser not in compliance with this Agreement or is sold or used on a regular basis outside Canada or by a person other than the Purchaser. Purchaser will cooperate with Syneron Candela in Syneron Candela’s evaluations of claims made under the warranty set forth herein. Purchaser will reimburse Syneron Candela for all expenses and costs involved in Syneron Candela’s efforts in the event the problem for which service is sought is not covered by the warranty set forth herein.
The provisions of the foregoing warranties and the warranties contained elsewhere in this agreement are in lieu of any other warranty, whether express or implied, written or oral (including any warranty of merchantability or fitness for a particular purpose), all of which are expressly excluded.
The Purchaser must notify Syneron Candela of any defect within forty-eight (48) hours after the defect first comes to the Purchaser’s attention. Any replacement Equipment shall be, at Syneron Candela’s sole option, new or remanufactured products, and are warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty is not transferable nor assignable and is subject to limitations. All claims that the Equipment (as delivered) does not conform to technical specifications published by Ultrashape must be made in writing within ten (10) days after delivery to the Purchaser, and any claims not made within that period shall be deemed waived and released. Our sole responsibility with respect to such claims shall be, at our sole option, to repair or replace any Equipment or component which we determine to be defective.
The limited warranty in this Schedule is not intended for Equipment used in a mobile environment. Mobile usage will require a separate special mobile warranty package. To the extent that the Sales Agreement indicates a warranty period longer than one (1) year or any other provisions inconsistent with this Limited Warranty Schedule, this Limited Warranty Schedule shall be deemed to control. Service coverage under this Limited Warranty will be automatically suspended during any periods of non-payment of any charges due to Syneron Candela by the Purchaser (including if a cheque does not clear). Limited Warranty service coverage shall recommence when Syneron Candela receives payment in full of any and all charges due. Note that although warranty service will not be available during any period of non-payment, the warranty period will continue to run during such time.
Candela® - Important Legal Information
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
When we refer to you or your, we mean the person accessing the Site. If the person accessing the Site does so on behalf of, or for the purposes of, another person, including a business or other organization, "you" or "your" also means that other person, including a business organization.
We reserve the right to make changes to, update, add, and delete material from this Site and these Terms at any time for any reason without notice to you or any other person. We recommend that you periodically review this Site and these Terms for any changes because your continued use of the Site after we make changes indicates your acceptance to such changes. If you do not accept these Terms, as they may be amended from time to time, you should exit the Site immediately and cease any further use of any materials you have obtained from the Site. If you are dissatisfied with this Site, your sole remedy is to discontinue using the Site and you understand that we may discontinue, change, or restrict your access and/or use of this Site for any reason without notice.
Copyright and Usage of Content.
Our Site contains information, data, databases, software, source and object code, photographs, graphics, text, images, designs, layout ("look & feel"), GUI, presentations, e-learning materials, marketing materials, brochures, typefaces, videos, clips, sounds and other material (collectively, "Content") that are protected by copyrights, trademarks and other proprietary rights including intellectual property rights, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. Such copyrights and other proprietary rights are owned by us and we reserve such rights therein. All Content is copyrighted as a collective work under the United States copyright laws and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. You are authorized to view, download and reproduce the materials at this Site only for your personal information and non-commercial use only provided that you:
- retain all notices contained in the original materials and do not remove, delete or disassociate from any and all of the Content any copyright, trademark or other proprietary notices restrictions and signs indicating proprietary rights of Candela which are contained in or accompanying the Content (such as copyright mark [©] or trademark [™ or ®]);
- only use images or other visual content with surrounding text relating to the images;
- include the following copyright notice: "Copyright © 2019 Candela Corporation. All rights reserved.";
- represent and warrant that you will abide by all applicable laws in this respect and avoid from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Candela’s Trademarks (as defined herein).
You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content in whole or in part. No further publication or commercial use may be made of the Content on this Site without our express written permission. You may not make any part of this Site available as part of another website whether by hyperlink framing on the internet or otherwise. This Site and its content may not be used to construct a database of any kind nor may the same be stored (in whole or part) in databases for access by you or any third party or to distribute any database containing all or part of the Site or its content.
Other Intellectual Property Rights.
Please note that any product, process or technology described in the materials on this Site and all logos and other proprietary identifiers used by Candela ("Candela Trademarks") in connection with the Site, are the subject of other intellectual property rights reserved by us and are not licensed hereunder. All product names, whether or not appearing in large print or with the trademark symbol, including, without limitation, Candela®, the Candela logo, Alex TriVantage®, CO2RE®, elōs® Plus, eMatrix®, , eTwo®, UltraShape®, Vbeam®, VelaShape®, and most other brand names on this Site and all Candela Sites are all Candela worldwide trademarks and/or trade names of Candela, whether or not registered.
Trademarks, service marks, trade names and logos of other parties which may appear on the Sites belong to their respective owners and identified wherever possible and we acknowledge their rights ("Third Party Marks"). No right, license, or interest to Candela Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Candela Trademarks or the Third Party Marks and therefore you will avoid using any of those Marks.
Other Terms and Notices May Apply.
Access to this Site and its content may not be legal in certain countries and we make no representation that the information in the Site is appropriate or available for use in other locations. If you access this Site from outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws of your jurisdiction, including, without limitation, laws concerning the transmission of data exported from the United States or the country in which you reside. We assume no responsibility or liability concerning such use.
Conduct on the Sites.
Your use of the Sites is subject to all applicable laws and regulations and you are solely responsible for your behavior on the Sites and the contents of your communications through the Site. There are certain conducts which are strictly prohibited on the Site. Please read the following restrictions carefully. Your failure to comply with the provisions set forth herein (as judged by us in our sole discretion), may result in the termination of your access to the Sites and may also expose you to civil and/or criminal liability.
(a) You agree not to post or store on the Site any Content that violates or infringes anyone's intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable ("Objectionable").
(b) You agree not to use the Site in any way for spamming or to transmit chain letters, junk email or bulk communications. You agree not to transmit through the Site any material that is Objectionable. You agree not to use any of our domain names as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else or spoof their identity when using our services. Furthermore, you agree not to transmit unsolicited or bulk communications to any of our account holders or to any affiliated email address (regardless of whether you use the Site to transmit any such communication).
(c) You agree not to use the Site for any unlawful activities or purpose not otherwise covered above, including (without limitation) attempting to compromise the security of any networked account or Site, operating an illegal lottery or gambling operation, stalking, or making direct threats of physical harm;
(d) You agree not to use the Site to upload, post or otherwise transmit any Content that you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(e) You agree not to use the Site to upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including robot, spider, crawler, any search or retrieval application, or use other automatic device, process or method to access the Sites and retrieve, index and/or data-mine any information;
(f) You agree not to use the Site to disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
(g) You agree not to use the Site to intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; and
(h) You agree not to interfere with or violate other Users' rights to privacy and other rights, or use the Site to collect, harvest or store personal data about other users without their express consent, whether manually or automatically.
Without derogating from the above, you hereby agree to not, whether by yourself or anyone on your behalf:
- Infringe or violate any of the Terms;
- Use the Sites for non-personal or commercial purposes without Candela's express prior written consent;
- Interfere with or disrupt the operation of the Sites or the servers or networks that host the Sites, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
- Impersonate any person or entity or provide false information on the Sites, whether directly or indirectly;
- Falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Candela or any third party endorses you, your website, your business, or any statement you make, or present false or inaccurate information about the Sites.
- Transmit, distribute, display or otherwise make available through or in connection with the Sites any content, which may infringe third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content;
- Bypass any measures we may use to prevent or restrict access to the Sites.
- Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Sites in any way, unless permitted hereunder.
- Create a browser, frame, border environment or GUI around the Sites.
- Link, including in-line linking, to elements on the Sites, such as images, posters and videos, unless permitted hereunder.
Not Intended for Children.
This Site is not intended or designed for children under the age of 13. We do not collect personally identifiable information from any person we actually know is under the age of 13. If you are under the age of 13, please do not supply any personally identifiable information through the Site. If you are under the age of 13 and have already provided personally identifiable information through the Site, please have your parent or guardian contact us immediately using the information below so that we can remove such information from our files.
Telephone Consumer Protection Act, CAN SPAM, and Similar Law.
Your use of this Site establishes a business or other applicable relationship with us for purposes of the Telephone Consumer Protection Act or other applicable law that addresses unsolicited commercial communications. By accessing, or continuing to access, this Site, you agree that we or our agents may call, e-mail, or otherwise communicate with you regarding promotion of the sale, lease, or exchange of goods, services, real property, or any other thing of value.
No Medical Advice Provided.
This Site, including its Content and programs (including, but not limited to, message boards, text files, chat rooms, forums, or other communication facilities), is provided for informational and educational purposes only. Our provision of this Site should not be interpreted as an attempt to practice medicine, nor does use of this Site establish a doctor-patient relationship between us or any of our users. The information posted on the Site by us and by third parties should not be considered medical advice, and is not intended to replace consultation with a qualified doctor or other professional healthcare provider. Unless explicitly stated otherwise, all Content on this Site is the opinion of its author, and not ours. The Sites are intended for use by medical professionals and not consumers or patients. Furthermore, the ideas and opinions expressed in any forum are those of the authors, and do not necessarily reflect our position. The Sites may provide information on medical and health conditions, products and treatments, developments in medicine and articles may include information on device applications not included in approved FDA labeling. Such ideas are provided as information and education only and not as medical advice. Such information is often presented in summary or aggregate form and is not meant to be a substitute for the advice of a physician or other medical professional or for any information contained on or in any product packaging or labels. Information in the Sites should not be considered an endorsement, promotion or in any other way encouragement for the use of any particular procedure, technique, device or product. We shall not be liable for any injury and/or damages arising out of any decision made or action taken or not taken in reliance in Content contained on the Sites.
CANDELA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE CONTENT AND MATERIALS AVAILABLE ON THE SITES, INCLUDING IN CONNECTION WITH ANY REGULATIONS IN YOUR STATE OF RESIDENCE, OR ANY OTHER APPLICABLE LAWS AND REGULATIONS, INCLUDING FDA RULES AND REGULATIONS.
THE SITES AND THE CONTENT, DATA, MATERIALS AND INFORMATION CONTAINED THEREIN IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS, WITH ALL FAULTS. YOUR USE OF THE SITES IS EXCLUSIVELY AT YOUR OWN RISK, FOR YOUR INTERNAL INFORMATIONAL PURPOSES ONLY. WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,OF ACCURACY QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, TRUTHFULNESS, USEFULNESS, EFFECTIVENESS OR COMPLETENESS OF ANY CONTENT, INFORMATION, REPORTS, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY YOU RELATED TO YOUR USE OF THE SITES OR OTHER WARRANTY OF ANY KIND CONCERNING THE SITES OR THE CONTENT AND THE PRODUCTS AND SERVICES AVAILABLE THEREIN, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
CANDELA DOES NOT ENDORSE OR RECOMMEND ANY SPECIFIC MEDICAL TREATMENT. THE CONTENT ON THE SITES IS NOT MEDICAL ADVICE, IS NOT INTENDED TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT AND SHOULD NOT BE USED, OR CONSTRUED AS SUCH.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SITES IS ENTIRELY, OR TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
Please note that certain products shown on the Sites may or may not be approved for distribution in your country.
Misappropriation of Personal Information.
For the purposes of any applicable law regarding notification of persons whose personal information was, or is reasonably believed to have been, acquired by an unauthorized person, our information security policy provides that any required notification may, where permitted by law, be made by the use of e-mail, telephone, fax, mail (including a notice printed in an available area of a bill or statement) or posting a notice on a Site. The specific means used is up to us and we will use our judgment based on the circumstances. Where any notice is to be sent to a specific address or number (such as e-mail address, physical address, telephone number, etc.), we will use the latest available address in our records. EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOU AGREE TO THIS MEANS OF NOTIFICATION.
Accuracy; Availability, No Duty to Update.
The Content on this Site could contain technical inaccuracies or typographical errors, or other mistakes. Some or all of the Content may be out of date and we have no duty nor make any commitment to update or correct any information on this Site. The Sites' availability and functionality depends on various factors, such as communication networks, software, hardware and Candela service providers and contractors. We make no warranties that the Sites will operate at all times uninterrupted or error free or that defects will be corrected or that they will be immune from unauthorized access. We do not warrant that the Sites are or will be compatible with your computer equipment or that the Sites or their servers are free of errors, computer viruses, worms, "Trojan horses" or other harmful components and we are not liable for any damage you may suffer as a result of any such destructive features.
Changes to the Sites.
Candela may change the Sites' layout and design from time to time, and the availability of the Content and services included therein, without giving any prior notice on the Sites. You hereby agree and acknowledge that Candela is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
Limitation of Liability.
YOU EXPRESSLY AGREE AND UNDERSTAND THAT IN NO EVENT WILL WE, OR ANY PARENT, SUBSIDIARIES, AFFILIATES, VENDORS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR USE OF THE SITES OR RELIANCE UPON ANY INFORMATION OR MATERIAL ACCESSED VIA THEM OR ANY OTHER HYPERLINKED WEBSITE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, INABILITY TO ACCESS OR USE THE SITES, EVEN IF WE ARE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT ALLOWABLE BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND REPRESENTATIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold us harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Sites; (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of any of the Sites (including your violation of any third party rights or any damages incurred to third parties arising out of any transaction made in reliance on the Content in the Sites); and (iv) any claims for bodily injury, death or other damages arising out of any transaction made in reliance on the Content in the Sites.
Links to Third Party Websites.
We may provide links to other websites maintained by us and our affiliated entities as well as links to unaffiliated third parties' websites for your convenience and should not be deemed to imply that we endorse those sites or any content therein. We do not maintain these third-party websites and are not responsible for the availability, accuracy, or quality of the content on the third-party websites. We make no representations or warranties whatsoever about any other website which you may choose to access through this Site. You should review the terms and conditions related to the use of any third-party websites before using them.
Submitting information to Us.
Further, any information you give to us through any Site is subject to the following provisions.
(1) You represent and warrant to us and to all others that may access the Sites that you own, or possess sufficient rights in, all such information and all such parties may regard such information as public and, in any case, not your proprietary information; (2) You grant to us a non-exclusive, irrevocable, worldwide, fully-paid, royalty-free license to use, reproduce, display, publicly perform, prepare derivative works from, transmit and distribute such information as we see fit; and(3) We are free to use any ideas, concepts or know-how contained in such information.
The site was created by and is controlled, operated and administered by Candela Corporation, a Delaware corporation, or its agents from offices within the United States of America utilizing servers located in the United States of America. We make no representation that materials at this Site are appropriate or available for transmission to or from, or use in, locations outside of the jurisdiction(s) stated above and accessing any Site from any jurisdiction where such Site's contents are illegal is prohibited. You may not use the Site or export the materials in violation of import or export laws and regulations. If you access a Site from a location outside of the United States, you are responsible for compliance with all local laws.
Choice of Law, Jurisdiction, and Venue.
Limitation of Actions.
You must commence any suit or other action in connection with your use of any of the Sites within one year after events giving rise to the claim or cause of action occur.
If, for any reason, a court of competent jurisdiction finds any provision of these
Violations and Additional Policies.
We reserve the right to seek all remedies available at law and in equity for violations of the Terms, including the right to block access from a particular Internet address to the Sites.
- These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto;
- Candela may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Sites to a third party without your consent or prior notice to you;
- Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof by you will be null and void without Candela's prior explicit and written consent;
- No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof;
- These Terms constitutes the entire terms and conditions between you and Candela relating to the subject matter herein and supersedes any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between us, including, without limitation, those made by or between any of our respective representatives, with respect to the Candela products and the Sites. You agree that no parole evidence shall be admitted in any judicial proceeding to establish any terms inconsistent with these Terms. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Candela in entering into these Terms.
For information, questions or notification of errors, please contact:
251 Locke Drive, Marlborough, MA 01752
Phone: (508) 358-7400