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2024 Stainless Steel Ballet Needle/Probes Sale! 20% off April 1-31 only

Terms & Conditions

1. ACCEPTANCE OF GENERAL TERMS/CONTROLLING PROVISIONS

Synoptic Products, LLC sale of any and all Products to Purchaser is expressly made conditional upon Purchaser’s agreement to and acceptance that these General Terms set forth the sole and exclusive agreement (the "Contract") between Seller and Purchaser, and shall supersede all prior agreements, understandings and representations, whether oral or written, between the parties.  Such agreement and acceptance shall be deemed given unless Purchaser notifies Synoptic Products, LLC in writing of its objection to any term or condition stated herein within ten (10) business days following Purchaser’s receipt of (i) Synoptic Products, LLC written sales acknowledgement or order confirmation, or (ii) the Products, whichever is earlier. THE CONDITIONS CONTAINED HEREIN SHALL TAKE PRECEDENCE OVER ANY OTHER CONDITIONS AND NO CONTRARY, ADDITIONAL OR DIFFERENT PROVISIONS OR CONDITIONS SHALL BE BINDING ON SYNOPTIC PRODUCTS, LLC, UNLESS EXPRESSLY ACCEPTED BY SYNOPTIC PRODUCTS, LLC, IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SYNOPTIC PRODUCTS, LLC In the case of sales outside of the United States of America, Purchaser and Synoptic Products, LLC expressly agree that the provisions of the U. N. Convention on the Sale of Goods (C.I.S.G.) are herewith excluded.

2. RETENTION OF TITLE

Synoptic Products, LLC shall retain title of ownership to all Products that it delivers until Purchaser settles all of Synoptic Products, LLC accounts and claims in full.  Until Purchaser settles all of Synoptic Products, LLC’s accounts and claims in full, such goods shall be considered “Reserved Goods”.  Synoptic Products, LLC’s retention of title shall also extend to Reserved Goods that Purchaser has subsequently sold if Synoptic Products, LLC has pending claims against Purchaser.  If Purchaser sells the Reserved Goods without first settling its account with Synoptic Products, LLC, Purchaser will be deemed to have assigned the amount of the Price to Synoptic Products, LLC plus and additional ten percent (10%) to cover the costs of collection and processing.  Any disposition of the Reserved Goods, including but not limited to liens, assignments by way of security, or surrender by barter, shall not be permitted until Purchaser has paid Synoptic Products, LLC in full for the Products, or unless Synoptic Products, LLC otherwise consents in writing.  Purchaser agrees to notify Synoptic Products, LLC of any seizure by third-parties of any Reserved Goods. Purchaser shall bear the cost of any actions which may be required to pay Synoptic Products, LLC for the Price of the Products.  If Synoptic Products, LLC determines that Purchaser’s ability to pay the Price is at risk, Synoptic Products, LLC shall be entitled to request the return of the Reserved Goods.  Purchaser agrees to insure all Reserved Goods at its expense for loss.  Purchaser agrees to provide Synoptic Products, LLC any and all information and documents which are necessary for the collection of Synoptic Products, LLC’s claims. Purchaser shall immediately notify Synoptic Products, LLC of any claims to be made against Synoptic Products, LLC’s Reserved Goods.  Purchaser agrees to assign to Synoptic Products, LLC any claims against third-parties for damage to delivered Reserved Goods, and Purchaser agrees to cooperate with Synoptic Products, LLC in pursuit of these claims.

3. PACKAGING AND SHIPPING

The Parties agree that Synoptic Products, LLC will not credit Purchaser for the return of disposable packaging. Synoptic Products, LLC agrees to provide Purchaser with pallets and other returnable packaging solely on a loan basis.  Synoptic Products, LLC reserves the right to select shipping routes and methods which Synoptic Products, LLC decides will incur the lowest costs.

4. DELIVERY AND TRANSFER OF RISK

For all sales under these General Terms, the Products shall be deemed delivered as soon as the goods leave Synoptic Products, LLC’s dock (ex works).  The risk of loss or damage shall transfer to the shipping agent or to Purchaser as soon as the goods leave Synoptic Products, LLC’s dock. Synoptic Products, LLC shall have no obligation to provide insurance.  IN THE EVENT THAT SYNOPTIC PRODUCTS, LLC MAKES PARTIAL SHIPMENTS, FAILS TO COMPLY WITH DESIGNATED DELIVERY DATES, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS FOR REASONABLE SHIPMENT OR DELIVERY OF PRODUCTS IN ACCORDANCE WITH ANY TIME LIMITS SET FORTH HEREIN, SYNOPTIC PRODUCTS, LLC SHALL NOT INCUR ANY LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR PURCHASER’S CUSTOMER’S CLAIMS ARISING OUT OF, OR RELATING TO, CHANGES IN DELIVERY DATES, PARTIAL SHIPMENTS OR UNTIMELY PERFORMANCE) WHICH MAY BE INCURRED BY PURCHASER, EVEN IF PURCHASER WAS AWARE OF OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Unless otherwise agreed, we additionally reserve the right to deliver quantities within a tolerance of ±10% of the ordered quantity for orders of customer specific products.

5. PRODUCT INSPECTION AND ACCEPTANCE

Purchaser shall be obligated to diligently check and verify the type, quantity and quality of Products delivered in a timely manner and without undue delay following the receipt of delivered Products. Purchaser shall be obligated to provide written notice to Synoptic Products, LLC of Product defects within five (5) calendar days after the discovery of any defect. If a defect cannot be promptly identified when the Product is delivered, Purchaser shall notify Synoptic Products, LLC of the defect reasonably promptly after the defect becomes known to Purchaser but in all cases within thirty (30) days after delivery, after which Products shall be deemed to have been delivered free of defects. Purchaser shall only be permitted to assert a defect notification if the defect asserted affects the usability of the Product, and shall not be permitted to assert claims for minor deviations from the quality agreed upon by the Parties or if there is not material impairment of usability. If Purchaser gives a notification of defects which is subsequently found to be unwarranted or without justification, Synoptic Products, LLC shall be entitled to request and be reimbursed for all expenses incurred by it as a result of such notification.

6. RETURN OF PRODUCTS

Purchaser may not return Products unless it has first obtained Synoptic Products, LLC’s written approval to accept such Products, which Synoptic Products, LLC shall not unreasonably withhold.  Synoptic Products, LLC is entitled to refuse to accept Products returned without its prior written approval. Products shall be returned at Purchaser’s expense.  Purchaser shall bear all costs for repairs conducted outside of the warranty period or not otherwise covered by the warranty.

7. PRODUCT WARRANTY CLAIMS

To the extent that Synoptic Products, LLC receives a defect notification from Purchaser, Synoptic Products, LLC shall have the option to remedy the defect at its expense or substitute delivery of other Products. Synoptic Products, LLC shall bear the expenses required for remedying a material defect, including the costs for work and material and for transport of Products to Purchaser, provided that such costs do not increase due to having to transport the Product to a location other than the business offices of Purchaser initially specified in the confirmed Purchase Order. Purchaser may only assert a claim for damages and not for specific performance to remedy any Product defect. Synoptic Products, LLC shall have the right to reduce the purchase price in connection with an asserted claim for a Product defect, or, if the defect is material and not subject to remedy to limit damages to the purchase price of the Product in question. Purchaser’s aforesaid remedies are exclusive, and Purchaser shall not be entitled to any other remedies or damages.  Synoptic Products, LLC shall not be liable for defects in quality which are due to design or manufacturing specifications of Purchaser. Furthermore, Synoptic Products, LLC shall not be liable for defects in any sterile Products which are meant to be single or one-time use Products (“Disposable Products“), if and when such Disposable Products are being re-used by Purchaser or any third party.  Synoptic Products, LLC shall likewise not be liable for damage which results from the fact that Purchaser integrates or combines the Products into/with its end products. Furthermore, the warranty provided by these General Terms does not cover damages or defects that arise, are caused by or result from (i) unauthorized alternations, repairs, or maintenance of the Products, (ii)  negligence, accident, misuse, or improper, unsuitable or abnormal usage of the Products, (iii)  failure to conform strictly to manufacturer’s specifications in connection with the installation, operation, maintenance or repair of the Products, (iv) unauthorized modification of the Products, or (v)  exposure of the Product to unreasonable temperature or conditions, including but not limited to any vandalism, riots, or explosions.  In the event that the Products are altered, modified or repaired by Purchaser or any other third party without the prior written approval of Synoptic Products, LLC, all warranties hereunder shall be terminated and of no effect.  Purchaser agrees and acknowledges that any and all modifications to the Product, even if expressly authorized by Synoptic Products, LLC, are made at Purchaser’s sole risk and responsibility. All product information in Synoptic Products, LLC’s brochures, price lists, advertising or other materials shall not be deemed to make any warranty, express or implied.  Any samples furnished by Synoptic Products, LLC to Purchaser are solely for the purpose of evaluating the suitability of such material or potential use and, as such, are not intended to serve as warranties of any type, either express or implied. Tolerances or variations normal in the trade with regard to dimensions, quantities, weight, quality, color, etc. shall not warrant justification for complaints under this Warranty.

8. CHANGES IN/DISCONTINUATION OF PRODUCTION

Notwithstanding any obligation to supply Products for confirmed Purchase Orders, Synoptic Products, LLC may, at its option and sole discretion, either discontinue the production of specific Products, no longer supply Purchaser with any Products, or reduce its supply of Products to Purchaser, by providing Purchaser with two (2) months written notice of its intent to do so.

9. INTELLECTUAL PROPERTY

All right, title, and interest in and to all intellectual property, including, without limitation, all copyright, trademark, patent, trade secret, and all other proprietary rights therein  disclosed or provided to Purchaser pursuant to these General Terms, and all derivatives thereof, shall remain the sole and exclusive property of Synoptic Products, LLC Furthermore, the Parties agree that Synoptic Products, LLC shall not be liable for infringements of third party intellectual property rights of any kind (including but not limited to patents, utility models etc.) which are related to or caused by Purchaser’s Product specifications, which result from the incorporation of the Products into End Products, or which result from any alteration of the Products by Purchaser.  Synoptic Products, LLC shall also not be liable for any claim or expense related to any unforeseeable use of the Product. Unless agreed otherwise in writing, Purchaser shall also be obligated to ensure that no intellectual property rights are infringed in the country of delivery and Purchaser agrees to indemnify Synoptic Products, LLC for any cost of/defense against infringement.  If Purchaser informs the supplier of any infringement of intellectual property rights prior to the delivery of the Products, Synoptic Products, LLC shall, at Purchaser’s expense, take reasonable steps to modify the Products so that such intellectual property rights are no longer infringed or cooperate with Purchaser, again at the expense of Purchaser, to obtain other relief to permit use of the Products. Purchaser hereby represents and warrants that all Products which it orders shall not infringe any intellectual property rights of any third parties, and agrees to indemnify Synoptic Products, LLC against all claims of third parties and all costs relating to the defense against all such claims. Purchaser agrees to inform Synoptic Products, LLC in writing as soon as possible point if a third party claims or asserts any infringement or violation of intellectual property rights with respect to the Products. Synoptic Products, LLC shall be permitted at the expense of Purchaser to respond to any such infringement claim independently and to assert a defense against any such claims.

10. CONFIDENTIALITY

Purchaser shall hold in confidence and not use or disclose Confidential Information of Synoptic Products, LLC or the terms of these General Terms, except (a) for the limited purpose(s) for which the disclosure of such Confidential Information was made; (b) upon written consent of Synoptic Products, LLC; (c) as may be required by law; or (d) in connection with outside attorneys, accountants, insurers, or auditors of Purchaser when such disclosure is necessary and appropriate under the circumstances.  For purposes of these General Terms, "Confidential Information" shall mean all information, data, specifications, documents, analyses, compilations, studies, records, reports, plans, correspondence (including correspondence between the parties), reports and other materials concerning these General Terms or Synoptic Products, LLC or Synoptic Products, LLC’s business, trade secrets, proprietary information, operations, business information, financial information, shipping information, cost data, pricing information, customer and/or consumer information or data, marketing information, supplier information, systems, processes, programs, physical, compositional and performance specifications, designs, products (specifically including those products sold to Purchaser pursuant to these terms), product formulae, manufacturing conditions, techniques, drawings, samples, prototypes, models, machines, tooling, artwork, product ideas, concepts, and knowhow, whether or not speculative or experimental in nature.

11. INJUNCTIVE RELIEF

Purchaser acknowledges and admits that there may be no adequate remedy at law available to Synoptic Products, LLC for Purchaser’s failure to comply with the provisions of these General Terms.  Accordingly, Purchaser agrees that, in the event of any such failure by it, Synoptic Products, LLC shall be entitled to seek equitable relief by way of temporary restraining order, preliminary injunction or permanent injunction and such other and further relief as any court with jurisdiction may deem just and proper without the necessity of posting any bond or proving actual damages.

12. COMBINATION OF PRODUCTS WITH OTHER PRODUCTS OR DEVICES

The integration or combination of Synoptic Products, LLC's products with other devices, components, materials or elements shall be the sole responsibility of Purchaser, and Purchaser shall ensure that provide written confirmation to the satisfaction of Synoptic Products, LLC that the integrated device (i.e. the combination of all components) meets industry safety and efficacy standards after being subjected to a complete engineering risk analysis and all applicable testing. Notwithstanding any other provision in these General Terms, Purchaser agrees to indemnify and hold Synoptic Products, LLC harmless for any claim arising from any injury, loss or damage which occurs or is alleged to be caused by a defect in Synoptic Products, LLC’s Product which is integrated or combined with another device, component, material or element. Except as otherwise provided in this paragraph, each Party disclaims any claims for indemnity against the other for any liabilities arising out of current or future sales of Products under these General Terms.  To the extent that any disclaimer of indemnity is limited by applicable law, the Parties hereby disclaim any claims for indemnity to the greatest extent permitted by applicable law.

13. WARRANTY PERIOD

Synoptic Products, LLC provides limited warranty cover for twelve (12) months from the date of delivery of a Product to Purchaser. If Purchaser requests service outside of a good faith warranty claim, Synoptic Products, LLC reserves the right to invoice Purchaser for all resulting costs.

14. LIMITED WARRANTY, LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES

EXCEPT AS SET FORTH INTHESE GENERAL TERMS, SYNOPTIC PRODUCTS, LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY OR USE OF SYNOPTIC PRODUCTS, LLC'S GOODS, OR ANY WARRANTY AS TO THE QUALITY OR CORRESPONDENCE WITH ANY DESCRIPTION OR SAMPLE, AND SHALL HAVE NO LIABILITY IN RESPECT THEREOF. TO THE EXTENT THAT APPLICABLE LAW FORBIDS SYNOPTIC PRODUCTS, LLC’S LIMITATION OF THESE WARRANTIES, SYNOPTIC PRODUCTS, LLC LIMITS THESE WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SYNOPTIC PRODUCTS, LLC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER BASED UPON BREACH OF WARRANTY OR CONTRACT, TORT, USE OR OPERATION OF THE PRODUCTS, OR ANY OTHER LEGAL THEORY OR GROUNDS, AND INCLUDING WITHOUT LIMITATION THE FAILURE OF ANY WARRANTY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. EXCEPT FOR ANY FRAUD OR WILLFUL ACTS OR OMISSIONS BY SYNOPTIC PRODUCTS, LLC Any action for breach of the General Terms, including but not limited to any breach of warranty hereunder, must be commenced within one (1) year from the date the breach occurred.

15. FORCE MAJEURE, OTHER IMPEDIMENTS TO THE CONTRACT

A force majeure of any kind shall suspend Either Party's obligation to perform any agreements made under these General Terms. A force majeure includes but is not limited to the following examples:  Acts of God; war (declared or undeclared); mobilization; acts of a public enemy; acts of a Government of any country, state, or political subdivision or regulatory agency thereof or entity created thereby; political unrest; official measures; embargoes, terrorism or sabotage; strike; lock-out or labor stoppage of any kind; labor shortage; energy shortage; transport hindrances; fire; flood; water damage; inclement weather; explosions; operational disruptions; material difficulties; or the occurrence of any other unforeseeable impediment or catastrophe which is beyond either Party’s reasonable control.  The failure of Synoptic Products, LLC’s suppliers to deliver in conformity with contracts shall also constitute a force majeure. Whenever a force majeure occurs, the aggrieved Party may extend the delivery period or cancel the contract, either in whole or in part.

16. GOVERNING LAW, VENUE AND JURISDICTION/WAIVER OF JURY; ESCALATION AND MEDIATION.

These General Terms and all purchases made pursuant thereto shall be governed by and interpreted for all purposes in accordance with the laws of the United Kingdom without regard to this state’s or any other jurisdictions’ conflict of laws rules.   In case the parties are unable to resolve any material dispute regarding any matter related to this Agreement or the performance hereunder, the parties shall attempt to resolve such matter by sending  a written notice to the other, and each party shall cause its delegate with decision-making authority to communicate regarding the substantive (rather than procedural) matters in dispute, or meet, with the other party in order to discuss and attempt in good faith to reach agreement on the matter(s) in question.   If the parties, within ten (10) days of their initial meeting or substantive (rather than procedural) communication, or after such other longer period as the parties may agree upon in writing, are unable to reach agreement on such matter(s) to the reasonable satisfaction of both parties, either party may submit the dispute for resolution by mediation.  The mediation shall be conducted in the London, UK.  Mediation will continue for at least fifteen (15) business days unless the mediator chooses to withdraw sooner.  At the request of either party, the mediator will be asked to provide an evaluation of the dispute and the parties’ relative positions.  Each party shall bear its own costs of mediation effort.  If the dispute cannot be resolved through mediation, either Party may commence an action to ultimately resolve the dispute by referring the matter to the following venue and jurisdiction, as follows. Purchaser and Synoptic Products, LLC stipulate and agree that the court of competent subject matter jurisdiction for London, UK., shall have jurisdiction and both parties agree that such venue is proper in such courts for all actions or proceedings with respect to these General Terms. The prevailing party shall be entitled to recover from the other party its actual costs and expenses (including allowable attorney’s fees and expenses) incurred in connection with any litigation between the parties relating to or arising under this Agreement.

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