(a) CUSTOMER shall order Products from the Company in a manner acceptable to the Company and
sufficient to indicate Product part numbers, quantities, and desired delivery dates. No verbal or fax orders will be accepted.
(b) All orders shall be subject to acceptance and confirmation by the Company on the terms of this Agreement. The Company reserves the right, without liability, to selectively reject any order from CUSTOMER in its
sole discretion. In addition, the Company may decline without liability to sell or ship any Product if in its judgment such shipment or sale may violate any United States or other country’s Laws.
(c) CUSTOMER shall support Company and its original Products and shall not copy, reverse engineer, or promote the Products as its own.
2. SUBSCRIPTION of HEALY FREQUENCY PROGRAM
2.1. Scope and use of the HEALY WORLD subscription
The Healy subscription program grants you the right to use the Healy Frequency Program and further services (“the Services”). The subscription may not be used by other people or organizations. We may offer some Healy Frequency Program as a lifetime purchase or on a monthly subscription base, individually or as a bundle of various Programs. The Services are subject to the subscription terms as follows.
2.2. Acceptance of the HEALY WORLD subscription
The Healy subscription terms for the Healy Frequency Programs are accepted by you by placing the subscription order for any bundle beyond the lifetime bundle.
2.3. Duration and cancelation of the HEALY WORLD subscription
On purchases of a Healy device the first 3 months of subscription will be included. The separately payable monthly subscription runs from the date commencing the third month of your device purchase. On purchases of frequency programs only the payment will be due on the date of your order of the Healy Frequency Program until your cancelation. Cancelation is possible at any time by sending a cancelation notice by email office (a) http://eu.healy.shop/. We will charge you only the monthly fee till the month of your cancelation. In the event you file for bankruptcy, the subscription will be terminated, and all Healy Frequency subscription services will be terminated immediately, unless otherwise specifically agreed in writing between the Parties.
2.4. Price and payment terms
The prices are displayed in each subscription order. Such prices may vary due to price indices globally and you are entitled to a cancelation should you not agree to a price adjustment. Payment of your HEALY WORLD Frequency subscription program shall be made upon your online order. Healy will not be responsible for any loss, damage, costs, expenses, or other claims of you or any third party resulting from the suspension of the Services. Fees for the Healy Frequency Subscription programs shall be paid via credit card and prior to the first Healy Frequency subscription order. We offer and accept credit cards of VISA, Master Card, American Express, Giropay, Apple Pay, PayPal, Google Pay, Samsung Pay, SOFORT. Important Notice: The list is not exhaustive and the separate privacy policies of the card providers apply at all times of transactions.
2.5. Operating stability
HEALY WORLD Frequency subscription programs will be provided at the highest possible degree of operating stability but is not responsible for any breakdown caused by factors beyond its control. Such breakdown includes but is not limited to power failures, errors occurring in modem equipment, ADSL connections, telecommunications connections or the like. In all events, HEALY WORLD aims to re-establish normal operations as quickly as possible.
2.6. Maintenance of the System
HEALY WORLD is entitled to make operational changes to the Healy Frequency programs for improvements or otherwise (for example by developing or updating software) without giving you prior notice. In some circumstances, it may be necessary to suspend access to the frequency programs, usually between 9pm and 6am CET. Notice of such a suspension will be given to you in advance. HEALY WORLD will not be responsible for any consequences of such a suspension where notice has been given.
The Healy Frequency programs remains the full property of HEALY WORLD. Individually customized frequency programs software also remains the property of HEALY WORLD unless otherwise stipulated. HEALY WORLD may at any time transfer its rights and obligations under this agreement to any economic affiliate, subsidiary or business unit, or any of their affiliated companies or divisions. Except as provided above, the rights and obligations under this agreement may not be transferred to any third party without the written consent of the other party.
2.8. Liability of Healy
HEALY WORLD has taken reasonable measures to ensure that the frequency programs are virus-free but no warranty is given that the programs are free from infection from viruses etc., and Healy shall have no liability if this is not the case. To the extent permitted by law, Healy disclaims all warranties with respect to the frequency programs, either express or implied, including but not limited to any implied warranties of suitability or fitness for any particular purpose. HEALY WORLD shall not be liable to the Customer for any loss or damage caused arising directly or indirectly, except to the extent that such liability may not be lawfully excluded under the applicable law. Except for death or personal injury caused by negligence of Healy, its employees, agents or authorized representatives, for which no limit applies, Healy’s liability will be limited to the lesser of the value of payments made by you for the period of 12 months before the occurrence of the incident giving rise to the liability.
2.9. Data Privacy and Confidentiality
Unless otherwise agreed in writing, Performance Products are delivered FOB designated carrier.
4.Payment; Retention of Title
4.1. Payment is due prior to shipment
4.2. Title to Products only passes from Company to CUSTOMER after the full price for such Performance Products has been paid to the Company in full, such payment shall not be deemed to be made until the Company receives cleared funds.
5. Non-Defective Performance Product Returns.
Unless the Company has first authorized or permitted the return of any non-defective Products, Company shall not be obligated to accept the return from CUSTOMER of any non-defective Products, or to make any exchanges therefore, or to credit IHWM, therefore. Prior to returning non-defective Products, request and receive the written authorization of the Company to make such returns. For the authorized return of such Products, CUSTOMER shall receive a credit equal to the net invoice price it has paid for the Products or current selling price at the time the Products are returned, whichever is lower, minus a fifteen percent (15%) charge for restocking.
6. LIMITED WARRANTY, INDEMNIFICATION
6.1. Service of Products. CUSTOMER shall assume and provide for aftermarket sales and field service responsibilities for all Products sold by CUSTOMER at its own cost and expense. CUSTOMER shall use only Company authorized parts for repairs.
6.2. Limited Warranty; Exclusion of Other Warranties
(a) Company warrants and represents that the Products delivered conform to all applicable laws and regulations applicable and are free from defects in materials and workmanship. These warranties shall run to the IHWM, its successors, assigns and customers for the period set forth below.
(b) The responsibility of the Company hereunder, and the sole and exclusive remedy of CUSTOMER for a breach of any warranty hereunder, is limited to, correction or replacement by Company without charge any Product which has been returned to Company in accordance with this warranty
(c) Company shall have the sole right to determine whether returned Products or parts thereof shall be repaired or replaced.
(d) Company’s responsibility under these warranties shall expire twelve (12) months from the date of purchase by the end user.
(e) Unless otherwise agreed, and except as may be necessary to comply with these warranties, the Company reserves the right to make changes in its Products without any obligation to incorporate such changes in any product manufactured theretofore.
(f) These warranties will not apply if the Products have been subject to unusual wear and tear or use contra indications.
(g) Exclusion of Other Warranties. THE WARRANTIES SET FORTH IN SECTION 2.2 ARE THE SOLE WARRANTIES FOR THE PERFORMANCE PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED WHETHER CREATED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, VALIDITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH THIS SECTION. WITH RESPECT TO CLAIMS BY THIRD PARTIES, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL CONSEQUENTIAL, INCIDENTAL, AGGRAVATED, PUNITIVE OR LIQUIDATED DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGE TO OR LOSS OF PROPERTY OTHER THAN FOR THE PRODUCTS; LOST PROFITS; REVENUE OR OPPORTUNITY; LOSS OF USE; OR CLAIMS OF IHWM’S CUSTOMERS FOR SUCH DAMAGES, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY, INCLUDING BUSINESS INTERRUPTION LOSSES, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PERISHABLE MATERIAL OR LOST PROFITS, EXCEPT FOR DEATH OR PERSONAL INJURY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
6.3. Compliance with Laws and Policy; Indemnification
(a) Compliance with Laws and Code of Conduct. The CUSTOMER shall comply with all Laws during the
term of this Agreement applicable to the importation sale and distribution of the Products in the state or otherwise and shall keep the Company apprised of any changes in the law which may affect the sale of Products in the sales region. CUSTOMER shall defend and hold harmless the Company in the event that they sell Product in violation of laws, regulations, or Company Rules.