Terms of Use

Standard Terms and Conditions of Sale

These terms and conditions govern the sale of Products (“Product or Products”) by Eyenovia, Inc. (Eyenovia). These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Eyenovia’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Eyenovia’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products from Eyenovia shall be deemed to constitute acceptance of the terms and conditions contained herein.

 

1. Orders: All orders placed by Buyer are subject to acceptance by Eyenovia. Orders may not be cancelled or rescheduled without Eyenovia’s written consent. All orders must identify the products, unit quantities, applicable prices and requested delivery dates of the Products being purchased. Unless otherwise agreed, all materials will be shipped no later than one week from the date that Eyenovia accepts the purchase order. Orders may not be cancelled once shipped. Eyenovia may in its sole discretion allocate Product among its Customers. 

 

2. Prices: The price of the Products are those prices agreed upon by both buyer and Eyenovia stated on invoice. The list or public price of MydCombi (tropicamide/phenylephrine 1%/2.5%) ophthalmic spray is $599 for a box of 5 cartridges.  That price is subject to volume discounts.  One Base unit will be included for every two boxes of 5 cartridges initially purchased.

 

3. Payment: Payment to be made by credit card.

 

4. Delivery and Title: All deliveries will be made 2nd day air. Title and risk of loss pass to the Buyer upon delivery of the Products.  A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.

 

5. Returns and Exchanges: Returns/Exchanges:

All sales are final, and returns will not be accepted unless Product is deemed to be damaged or not in working condition.  If Eyenovia is required to recall or, on its own initiative, recalls or withdraws a Product, Eyenovia shall assist Buyer in such recall in accordance with Applicable Laws.

 

Exchanges:

Any items deemed to be damaged may be replaced by contacting Eyenovia sales representative or by emailing orders@eyenovia.com.      

Non-Cancelable and Non-Returnable Items:

Products listed on invoice are non-cancellable, non-returnable as identified on invoice.  

 

6. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND EYENOVIA SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM EYENOVIA FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD EYENOVIA HARMLESS FROM ANY CLAIMS BASED ON (a) EYENOVIA’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN EYENOVIA, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.

 

7. Use of Products: Products sold by Eyenovia are intended for use or under supervision of a healthcare provider.  Buyer agrees to use Products as labeled and will report any adverse events that may occur during use.  

 

8. Force Majeure: Eyenovia is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Eyenovia’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Eyenovia from performance and barring remedies for non-performance. In an event of force majeure condition, the Eyenovia’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Eyenovia to any liability or penalty. Eyenovia may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.

 

9. Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Eyenovia shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Eyenovia’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.

 

10. General: (a) The laws of the State of California will exclusively govern any dispute between Eyenovia and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Eyenovia. Eyenovia or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.