PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY. BY SUBMITING A PURCHASE ORDER OR ACCEPTING DELIVERY OF ANY PRODUCTS BUYER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE.
These Terms and Conditions of Sale (“Terms of Sale”) apply to all sales of products (“Products”) made by Biohort US Inc. (“Seller”, “we”, “us” or “our”) to buyers (“Buyer” or “you”) whether through our websites such as www.biohort.com (the “Site”), purchase order or otherwise. Buyer and Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
These Terms of Sale are subject to change at any time without prior written notice by Seller. The most recent version of these Terms of Sale shall be posted for your review at any time on. It is your responsibility to review these Terms of Sale for any additions, modifications or updates each time that you make a purchase and you are bound by such additions, modifications and updates. Your use of the Sites and/or purchase of Product following any additions, modifications or updates to these Terms of Sale constitutes your acceptance of the new Terms of Sale.
As set forth below, some of these Terms of Sale only apply (or do not apply) to Buyers who are Consumers. A “Consumer” means an individual (and not any corporation, partnership, limited liability company, governmental entity, or other legal entity) who purchases Products hereunder primarily for personal, family, or household use. A person shall not be deemed a Consumer if the Products are purchased (a) for resale, (b) for commercial, industrial, institutional, or professional use, (c) for incorporation into other products or services, or (d) on behalf of any business or organization, regardless of the payment method used.
Date of last update: 27 April 2026
1.1. Submission of Orders. Buyer may request to purchase Products from Seller by adding desired Products to the cart on the Site, or by submitting a written purchase order (each, a “Purchase Order”) to Seller. Each Purchase Order issued by Buyer is subject to these Terms of Sale. No different or additional terms or conditions set forth in any solicitation, purchase order, confirmation or other instrument submitted by Buyer shall become part of these Terms of Sale or otherwise bind Seller and any such different or additional terms or conditions are deemed automatically rejected by Seller without need of any further or additional notice of rejection. In the event of any conflict between these Terms of Sale and any document submitted by Buyer, these Terms of Sale shall govern and control. Buyer may not cancel any Purchase Order without Seller’s written approval.
1.2. Acceptance of Purchase Orders. Purchase Orders are not binding upon Seller until accepted and a contract for the sale of the Product between the Parties shall only become effective on the date that the Seller accepts the Purchase Order by written notice of acceptance and confirmation to Buyer, e.g., by an electronic acceptance via Seller’s sales system or confirmation email sent to the address provided at the time of ordering (the “Order Confirmation”). Seller shall have the right, in its sole discretion, to accept or reject in whole or in part any Purchase Order received from Buyer. The Parties’ contract for the sale of the Products shall consist of these Terms of Sale, the Purchase Order and the Order Confirmation (collectively, the “Agreement”).
2.1. In describing and pricing the Products available we attempt to be as accurate as possible. However, we do not warrant the accuracy or completeness of any information or other content available on the Sites including but not limited to prices, product images, specifications and availability.
2.2. The price for the Products shall be in U.S. Dollars and shall be as set forth on the Site, in Seller’s quotation to Buyer, or in the absence thereof in Seller’s currently effective retail price list.
2.3. Prices are subject to change without notice in the event of: (i) alterations in specifications, quantities, designs or delivery schedules; (ii) increase in the cost of fuel, power, material, supplies or labor; and/or (iii) foreign or domestic legislation government action, including but not limited to the imposition of taxes or tariffs, which increases the cost of producing, warehousing, or selling the Products. Seller reserves the right to adjust the prices on the Products identified on the Order Confirmation to be billed at the price in effect on the date of shipment and prices may be subject to additional conditions or changes in our reasonable discretion. Seller reserves the right to levy surcharges to cover any increased costs incurred by us in providing the Products. THIS SECTION 2.3 DOES NOT APPLY TO CONSUMERS.
2.4. Buyer agrees to pay the total purchase price for the Products plus shipping, including, in the case of non-Consumers, shipping charges that are billed to Seller. Assembly and installation costs as well as crane costs are not included and can be provided separately at the Buyer's request.
2.5. Prices do not include any applicable taxes, import duties, tariffs, customs clearance, applicable licenses, certifications, ratings and other authorizations and approvals, which are the sole responsibility of Buyer. Buyer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation at that time.
2.6. Payment for Purchases on the Site must be made at the time of order submission and may only be made with a valid credit card. By using any such card, you hereby represent and warrant that you have full right and authority to make such purchase with such card without violating any applicable law, rule, or regulation. For purchases made via submitted written purchase order, Seller shall provide Buyer with an invoice after shipment. Seller may invoice Buyer separately for partial shipments. Buyer shall pay all properly invoiced amounts in full within fourteen (14) days from date of invoice, without abatement, reduction or setoff. Notwithstanding the foregoing sentence however, Seller reserves the right to require advance payments in its sole discretion. All payments must be made in U.S. dollars. Late payments are subject to interest charges from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly.
2.7. Title to the Products shall not pass to Buyer until payment in full for the subject Products is received by Seller. Each non-Consumer Buyer hereby grants Seller a security interest in the Products sold under the Agreement and any proceeds therefrom, including accounts receivable, to secure that portion of the purchase price not paid at the time of delivery and such Buyer will execute and deliver to Seller any document, including any financing statement, that Seller may reasonably request to evidence and perfect this security interest. In the event of a payment default, Buyer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend shipment of Products under any Purchase Order until payment is received.
3.1. Unless otherwise stated, product prices do not include, and you are responsible for paying all shipping costs. In many cases, the shipping cost will be estimated when you check out your order. If the shipping cost cannot be calculated at the time you place your order, we will notify you of the shipping costs, which must be paid prior to your order shipping. Purchases made via the Site are shipped by common carrier freight, dedicated truck load carrier or UPS Ground (or similar) at our discretion.
3.2. Products will be packaged for shipment in Seller’s standard containers, marked for shipment to Buyer at the address specified in the Purchase Order. Unless otherwise agreed to by the Parties in writing, shipment of the Products shall be EXW-(Seller’s shipping dock) Incoterms® 2010. For non-Consumers risk of loss to the Product shall pass to Buyer upon delivery to Buyer’s carrier and for Consumers upon delivery to Buyer (the “Risk Transfer Date”). Freight deliveries or freight deliveries that are dock to dock, require the receiving party to remove the Product from the truck via a loading dock or with a forklift. The truck driver will not unload the shipment. You must provide any equipment required to unload the shipment such as forklift and or pallet jacks. Buyer must ensure that the order address has a suitable access road with a minimum width of 9.84 ft and that the ground is passable for a 38 ton truck. In addition, a turning facility must be available. Product deliverability is at the discretion of the freight carrier and may be affected by limited access issues at the delivery location. If the freight carrier determines that it cannot deliver the material to the delivery (shipping) address, it is your responsibility to pick up the material at the freight carrier terminal, unless other arrangements can be made, which may be at additional cost. Seller accepts no liability for any damage arising through an inappropriate delivery access route.
3.3. The location specified for the Product must have appropriate load-bearing strength and must be free of pipes or other contamination, especially when installing floor frames or a (Smartbase/SmartbasePlus) foundation and Buyer is solely responsible for ensuring the suitability of the installation site. Buyer is also solely responsible for and must ensure that all of the necessary public and legal permits (and notifications) are obtained with respect to the installation and use of the Product
3.4. The anticipated pickup or delivery date(s) shall be as set forth in the Order Confirmation, however, any dates specified by Seller for delivery of the Products are intended to be estimates and shall be non-binding. If no delivery date is specified, the delivery period will typically be approximately 1-6 weeks for standard Products and 10-20 weeks for custom-made Products (subject to the timely receipt of purchased parts). Seller is entitled to divide the delivery into separate lots and may deliver the Products before the designated delivery date. If Buyer fails to pick up all the Products that have been delivered at the EXW location within two (2) days of their availability, Seller may invoice Buyer for storage charges of 0.5% of the cost of the subject Products per week or part thereof, not to exceed 5% of the cost of the subject Products.
3.5. Seller will notify Buyer, but shall not be liable for any delay in the delivery of the Products. Seller may alter or modify any delivery dates set forth in the Order Confirmation upon the occurrence of any event which, in Seller’s reasonable discretion, makes such delivery impracticable or unreasonable. Notwithstanding Seller’s obligations in the Agreement, Seller reserves the right to refuse, cancel or delay any shipment to non-Consumer Buyer when they are delinquent in payments, when payment for a shipment has not been arranged to Seller’s reasonable satisfaction, or when Buyer has failed to perform any material obligations under the Agreement.
3.6. Acceptance of Shipments. Buyer shall have five (5) days from the date of arrival of the shipment of the Products to the shipping location to inspect the Products and notify Seller of any deficiencies with respect to the applicable Purchase Order, including, but not limited to any discrepancies in the quantity or quality of the Products. Unless a notice of a deficiency is timely reported to Seller as required herein, all shipments of the Products will be deemed accepted by Buyer. Unless otherwise agreed to in writing by Seller, the Products may not be returned by non-Consumer Buyers. Consumer Buyer purchases may be returned for a full refund [less the original shipping & handling charges provided: (i) Product was not designated as non-returnable at the time of purchase; (ii) your return is made within thirty (30) days of delivery; and (iii) the Product is returned in the same condition and non-disturbed packaging as originally received. Buyer bears the risk of loss or damage during return shipment and as such, Buyer is advised to obtain appropriate insurance. Your refund will be credited back to the same payment method used to make the applicable purchase.
4.1. Products. Seller provides a limited warranty that the Products will materially conform to Seller’s published product specifications (or in the case of custom Products the specifications provided by Buyer and accepted by Seller in writing) and will be free from material defects in manufacture for 90 days from the date of shipment. These warranties extend only to the Buyer and are not transferable upon resale. The above warranties shall not apply if: (i) the Products have not been properly transported, stored, installed, operated or maintained; (ii) have been subject to negligence, misuse, abuse, accident, unusual environmental conditions or other extreme stress, (iii) used in violation of any provided instructions, (iv) the nonconformity arises out of any modifications, repairs, alterations or additions made to Products without the prior written approval of Seller; or (v) the nonconformity arises out of designs or specifications provided by Buyer.
4.2. Remedies. Notwithstanding anything set forth herein to the contrary, and subject to applicable law, Buyer’s sole and exclusive remedy with respect to a breach of the warranties in Section 4.1 shall be, at Seller’s option, either: (i) the repair or replacement of the nonconforming Products; or (ii) a credit or refund of the purchase price associated with such Products. For clarity, in no event will Seller be responsible for any costs associated with the removal, disassembly, transportation or re-installation of equipment, materials or structures required to replace nonconforming Products. Non-Consumer Buyers shall be responsible for transporting nonconforming and replacement Products at its own expense, as well as any costs associated with refitting any replacements for nonconforming Products. Any claim made by Buyer based on the warranties in Section 4.1 must be made within seven (7) days of the expiration of the warranty period or be forever waived.
4.3. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY OF INFRINGEMENT; AND (E) ALL OTHER WARRANTIES WHETHER IMPLIED, STATUTORY, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY IN DECIDING WHETHER OR NOT TO ENTER INTO THE AGREEMENT OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.
IN NO EVENT SHALL SELLER BY LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, DOWNTIME, INCONVENIENCE, LOST BUSINESS OPPOR-TUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND/OR EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE SUM OF MONEY PAID BY BUYER TO SELLER FOR THE PRODUCTS AT ISSUE. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR CLAIMS FOR MONEY DUE SELLER WITH RESPECT TO PRODUCTS.
The Agreement is being entered for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
The Parties hereto are independent contractors. Nothing in the Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.
Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the Products, which may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list.
Neither Party shall be held liable for any failure or delay in the performance of its obligations under the Agreement, except Buyer’s payment obligations, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, deemed to render performance of a Party impracticable or impossible under the law, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. If Seller’s supply of Products is limited by any such cause, Seller shall have the right to reduce or cancel in its entirety its commitments under the Agreement.
The Parties agree that all disputes arising out of or relating to the Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction and, to the extent applicable, U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Each Party hereby submits itself to the exclusive jurisdiction of the federal and state courts located in Dekalb County, Georgia and any court having appellate jurisdiction thereover.
These Terms of Sale, along with the applicable Purchase Order and Order Confirmation are the sole and exclusive statements of the Parties' understanding and agreement with respect to the transactions contemplated by these Terms of Salee, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms of Sale, along with the applicable Purchase Order and Order Confirmation constitute the entire agreement between the Parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by Seller of any of Seller's rights or obligations in these Terms of Sale or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms of Sale. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing the Agreement.