Shipping Policy
The shipping fee for the first TargetCool Starter Kit will bewaived and shipped via UPS Ground (2-5 business days). All other orders will becharged a flat UPS Ground Shipping Rate. Manual orders are not subject to thesame policy as the Hans Biomed USA, Inc. e-store.
Payment Policy
Customers must provide full payment upon purchase. Customersshall be responsible for any applicable taxes in connection with this Terms andConditions imposed by any government or offering taxing authority, including,but not limited to, sales, use, excise, value-added, goods and services,consumption, and other similar taxes or duties as well as any applicable fees(e.g., credit card fees, etc.).
Inventory Tracking
TargetCool Device is a medical device with a unique serialnumber for each device. In accordance with FDA regulations, customerinformation along with date of shipment must be provided to Recens, Inc. forinventory tracking purposes. Customers agree to sharing information bypurchasing one or more TargetCool Device(s).
Training
Recens, Inc. shall provide the onboard training on-site orvirtual for no additional charge to all TargetCool customers under Hans BiomedUSA, Inc. The onboarding process will include operating the TargetCool Deviceand Consumables. All sales related matters, repurchasing TargetCool Equipmentor Consumables, will be handled by the Hans Biomed USA, Inc. SalesRepresentative.
Technical Support
Recens, Inc. will provide technical support for TargetCoolEquipment sold under Hans Biomed USA, Inc. Technical service support isavailable during weekdays from 9:00 AM – 5:00 PM PST for the remainder of thewarranty period. Recens Inc. reserves the right to not offer any credit if anyof the limited warranty conditions are not in effect, including, but notlimited to, failure to use the TargetCool Equipment and/or TargetCoolConsumables in accordance with the Terms and Conditions or in accordance withthe offered training or user manual, improper usage of the TargetCool Devicewith the TargetCool Consumables, or improper storage of the TargetCoolConsumables. Customer acknowledges that some leakage of CO2 to occur duringassembly of the TargetCool Consumables with the TargetCool device, generaloperations of the TargetCool device, storage of the TargetCool Device duringnon-use, (e.g. if a cartridge is left installed into the TargetCool Deviceovernight or longer) or at temperatures exceeding 90°F, and disassembly of theconsumables from the TargetCool Device is expected and such leakage is notconsidered a defect. The period of technical support, warranty, and customersupport for the TargetCool shall be one year from the date of purchase.
Return and Exchange Policy
TargetCool Equipment and Consumables are eligible for a fullrefund if the order is returned within 7 business days from the purchaseacceptance, date of delivery, and all items must be in mint condition andcompletely sealed. There will be NO exceptions, NO product credit forTargetCool products received after the 7 day period. Return/exchanges are notguaranteed until the receipt and inspection of the returned goods. Shipping andhandling fees are non-refundable. All sales from promotions or events are final.
Warranty
Valid for one year from sale of TargetCool Equipment orConsumables. The warranty will cover repair and replacement of products, notreturns. The warranty will not apply if the customer misused and/or mishandledthe Targetcool Equipment and/or Consumables. Customer may submit a warrantyclaim for any TargetCool Equipment and/or TargetCool Consumable that do notconform to the limited warranty granted to Customer in accordance with SectionMisc Warranty and Limited Liability Matters by requesting a return authorizationfor any TargetCool Equipment or TargetCool Consumables from Recens, Inc. inwriting by email (returns@coolhealth.com) with a proper explanation of thealleged defect, and the serial number of the affected TargetCool Equipment. Theparties acknowledge and agree that the Recens, Inc.’s reasonable determinationas to whether TargetCool Equipment or TargetCool Consumables are defective ornon-conforming shall be binding on the parties.
If a determination by the Recens, Inc. that a return iswarranted, the applicable TargetCool Equipment and/or TargetCool Consumableshould be returned freight prepaid to the Recens, Inc. The party shippingTargetCool Equipment and/or Consumable pursuant to this section shall bear theentire risk of loss for TargetCool Equipment and/or Consumable during shipment.The Recens, Inc. shall reimburse customer for any costs of transportationincurred by customer in connection with the proper return to the company ofdefective or non-conforming TargetCool Equipment. In the case of improperlyreturned TargetCool Equipment, customer shall pay transportation chargesincurred in connection with such return.
Misc Warranty and Limited Liability Matters
Remedies against Recens, Inc. for breach of the foregoingwarranty or other duties are limited, at Recens, Inc.’s election, solely toreplacement of the affected components within the TargetCool Equipment and/orTargetCool Consumables, repair of affected components within the TargetCoolEquipment and/or TargetCool Consumables, or return of the purchase price of theaffected components within the TargetCool Equipment and/or TargetcoolConsumables.
Any such claim against Recens, Inc. must be made toTechnical Support during the agreement of Terms and Conditions. The foregoingwarranty shall not apply if the TargetCool Equipment and/or TargetCoolConsumables have been subjected to: use with other medical devices orconsumables not offered by the Recens, Inc.; physical abuse, misuse, abnormaluse, or use not consistent with Recens, Inc.’s published directions or livetrainings (e.g., not properly assembling the consumables, not using the coolingguard with the TargetCool system in cooling mode, not properly cleaning theTargetCool Device, etc.), modification, disassembly, or repair by anyone otherthan Recens, Inc. or third parties designated by Recens, Inc.; fraud,tampering, unusual physical stress, negligence, improper storage innon-temperature controlled environments, or accidents; removal or alteration ofthe serial number tag; or improper packaging of returns. The foregoing warrantysimilarly will not apply if customer is in default of any payment or otherobligation to Recens, Inc./Hans Biomed USA, Inc.
Other than the express warranty set forth above, to themaximum extent permitted by applicable law, the TargetCool Equipment and/orTargetCool Consumables are provided by Recens, Inc. and Hans Biomed USA, Inc.on an “as is” basis, and Recens, Inc. and Hans Biomed USA, Inc. herebydisclaims any and all other warranties, whether express or implied, written ororal (including but not limited to any warranty of merchantability, fitness fora particular purpose and noninfringement).
Recens, Inc. and Hans Biomed USA, Inc. neither assumes norauthorizes any employee, agent, distributor or other person or entity to assumefor Recens, Inc. and Hans Biomed USA, Inc. any liability in connection with themanufacture, sale, supply or use of any TargetCool Equipment and/or TargetCoolConsumables. Recens, Inc. and Hans Biomed USA, Inc.’s liability arising out ofthe manufacture, sale or supply of any TargetCool Equipment and/or TargetCoolConsumables or its use or disposition, whether based upon warranty, contract,tort or otherwise, shall not exceed the actual price paid by customer for suchTargetCool Equipment and/or TargetCool Consumables. Customer has accepted thiswarranty disclaimer as part of a bargain with respect to the pricing of theTargetCool Equipment and/or TargetCool Consumables and services and understandsthat the pricing would be higher if Recens, Inc. and Hans Biomed USA, Inc. wererequired to bear liability in excess of that stated herein.
In no event shall Recens, Inc. and Hans Biomed USA, Inc. beliable or obligated to customer in any manner for any special,non-compensatory, consequential, indirect, incidental, statutory or punitivedamages of any kind, including, without limitation, lost profits and lostrevenue, regardless of the form of action, whether in contract, tort,negligence, strict product liability, or otherwise, even if informed of oraware of the possibility of any such damages in advance. The limitations setforth above shall be deemed to apply to the maximum extent permitted byapplicable law and notwithstanding the failure of the essential purpose of anylimited remedies. The parties agree thatthis section allocate the risks of this agreement between the parties and thatsuch allocation of risk is reasonable. This allocation is reflected in the pricing of the products and servicesand is an essential element of the basis of the bargain between the parties.
Intellectual Property Ownership
The parties understand and agree that Customer does notacquire, under this Terms and Conditions or otherwise, any proprietary orintellectual property right, title or interest to the TargetCool Equipment, theConsumables, or any related accessories. In addition, customer agrees that anyintellectual property rights that customer may conceive, discover, author,invent, or reduce to practice by customer, solely or in collaboration withothers, during the term of this Terms and Conditions, arising out of, relatedto, or in connection with using the TargetCool Equipment, its Consumables, andother related cooling accessories and components (e.g., notes, designs,inventions, improvements, discoveries, ideas, trade secrets, methods of use)(collectively “Inventions”) is the sole property of Recens, Inc. Customer alsoagrees to promptly make full written disclosure of to Recens, Inc. of anyInventions and to deliver and assign (or cause to be assigned) and herebyirrevocably assigns fully to Recens, Inc. all right, title, and interest in andto the Inventions.
To the extent that the foregoing assignment is or becomeslegally ineffective to any Invention, customer hereby grants to Recens, Inc. an exclusive, fully paid-up,royalty-free, perpetual, irrevocable, transferable, worldwide license, with theright to grant and authorize sublicenses, to develop, make, have made, use,import, offer for sale, sell, reproduce, distribute, modify, adapt, preparederivative works of, display, perform, and otherwise exploit such Invention andto practice any method related thereto. The customer will permit any authorizedrepresentative of Recens, Inc. to inspect the TargetCool Equipment andConsumables and to access and copy usage information of the TargetCoolEquipment, at reasonable times and as often as Recens, Inc.’s reasonablerequests.
Use of TargetCool Equipment and Consumables
Customer shall use the TargetCool Equipment and Consumablesonly in accordance with applicable laws, in conformance with the instructionsfor use provided by Recens, Inc./Hans Biomed USA, Inc. and for TargetCoolEquipment only in connection with the TargetCool Consumables purchased fromRecens, Inc. or Hans Biomed USA, Inc.; and in a careful and prudent manner. Thecustomer shall also procure all applicable permits and licenses necessary forthe operation of the TargetCool Equipment. Only those individuals properlytrained to use the TargetCool Equipment shall operate the TargetCool Equipment.Customer acknowledges that the TargetCool Equipment is designed to functiononly with the TargetCool Consumables (e.g., cartridge, filter, guard, boostingchambers) made or offered by Recens, Inc. or Hans Biomed USA, Inc. and agreesnot to use TargetCool Equipment in conjunction with any products or items notmade or offered by Recens, Inc. or Hans Biomed USA, Inc. Customer acknowledgesthat failure to use consumables not made by or offered by Recens, Inc. or HansBiomed USA, Inc. could lead to patient complications, less than optimalclinical results, increased patient discomfort, and equipment failure.
Customer shall not modify, disassemble, inspect the interiorof, or otherwise reverse engineer the TargetCool Equipment and Consumables, andshall use every reasonable precaution to prevent modification to the TargetCoolEquipment and the Consumables. Customer is responsible for keeping,maintaining, storing, using, and disposing the TargetCool Consumables inaccordance with Recens Inc.’s operating manual. Customer acknowledges that theoperating manual may be updated from time-to-time and it will be the Customer’sresponsibility to check the user manual regularly for any changes or updates.Customer is responsible for protecting the TargetCool Consumables from damage,in proper storage conditions described in the user manual (e.g., storing theconsumables in a temperature controlled, cool environment away from directsunlight) and other materials provided with the TargetCool Equipment and fromany other kind of loss while in possession of the TargetCool Consumables andcustomer shall pay the replacement cost in the event of such damage or loss ofthe TargetCool Consumables.
Indemnification
Customer agree to defend, indemnify and hold harmlessRecens, Inc., Hans Biomed USA, Inc. and its affiliates and their respectivedirectors, officers, employees, contractors and agents (each such person, itssuccessors and assigns is referred to herein as a “Company Indemnified Party”)from and against any and all claims, suits, damages, losses, liabilities, costsand expenses (including reasonable attorney’s fees and costs of litigation)incurred or suffered to the extent resulting from customer’s negligence orwillful misconduct, a breach of this Terms and Conditions by customer includingof an representation, warranty or obligation hereunder, customer’s (or itsemployee’s) failure to comply with laws applicable to this Terms andConditions, or negligent use of the TargetCool Equipment and/or TargetCoolConsumables by customer or misuse, abnormal use or other use of the TargetCoolEquipment and/or TargetCool Consumables by customer that is not consistent withthis Terms and Conditions or Recens, Inc.’s and/or Hans Biomed USA, Inc.’spublished directions or live instructions.
Further, the customer acknowledges that the customer hasselected the TargetCool Equipment and/or TargetCool Consumables for use andRecens, Inc. or Hans Biomed USA, Inc. will not be providing any medical care tocustomer’s patients or other assistance to customer in connection with theselection or performance of medical procedures and/or care of customer’spatients. Customer has the sole and ultimate responsibility for any medical,cosmetic, or other procedures performed through, in conjunction with, or by theuse in any way, of the TargetCool Equipment and/or TargetCool Consumables.Customer assumes and has sole responsibility and liability for providingadequate and effective safeguards and safety devices necessary to provide asafe facility and to fully protect all customer personnel, patients, and thirdparties from bodily injury, death, or other damage that otherwise may resultfrom the use, operation, setup, or maintenance of the TargetCool Equipmentand/or TargetCool Consumables. Customer agrees to indemnify, and hold Recens,Inc. and Hans Biomed USA, Inc. at its first demand, harmless from any and allexpenses, costs and damages, including attorney’s fees, in respect of anyclaims for bodily injury, death, or other damage arising out of the use of theTargetCool Equipment and/or TargetCool Consumables, including, withoutlimitation, any medical, cosmetic, or other procedures performed by thecustomer using the TargetCool Equipment and/or TargetCool Consumables unlesssaid bodily injury, death or damage is caused solely by the negligence of theRecens Inc. or a material defect in design or manufacture of the TargetCoolEquipment and/or TargetCool Consumables. The parties agree that this provisionwill survive the expiration or termination of this Terms and Conditions.
Applicable Law
This Agreement shall be governed by and construed inaccordance with the laws of the State of California, without regard to theconflicts of law principles thereof. The Parties agree that any suit relatingto this agreement may be brought in the state court of California or anyfederal court sitting therein, and the customer consents to the nonexclusivejurisdiction of such courts and service of process in any such suit being madeupon customer. The customer hereby waives any objection that it may now or hereafterhave to the venue of any such suit or any such court that such suit is broughtin an inconvenient forum. The parties also waive respective rights to a trialby jury with respect to any action or claim arising out of any dispute inconnection with this agreement or any transaction contemplated hereby. Thecaptions to the several sections hereof are not a part of this agreement butare merely guides or labels to assist in locating and reading the severalsections hereof. The waiver by a party of any right hereunder, or of anyfailure to perform or breach by the other party hereunder, shall not be deemeda waiver of any other right hereunder or of any other breach or failure by theother party hereunder whether of a similar nature or otherwise.
