Terms of service

SALES TERMS AND CONDITIONS
These Terms and Conditions of Sale and Service (“Sale Terms”) govern the sale of Dislotech Products by Luna
Labs USA, LLC (“Luna Labs”) and are intended to supplement the Luna Labs website’s terms of use or apply to any
non-website sales (“Terms of Use”) and, with such Terms of Use, constitute a binding, contractual agreement
between Luna Labs and you. To the extent that there is any conflict between these Sale Terms and the Terms of Use,
the provision(s) in these Sale will prevail, but solely to the extent such conflict exists and solely as it relates to the
Products. Capitalized terms not otherwise defined herein will have the meanings given them in the Terms of Service.
We may at our sole discretion modify these Sale Terms on a going-forward basis for Products not yet ordered by
you. We will notify you of any such changes by posting notice of the changes on the Site, and/or, in our sole
discretion, by email.
1. Definitions.
(a) “Customer” means the user ordering the Product.
(b) “Product(s)” shall mean any hardware sold under these Sale Terms and listed on the Order attached
hereto and made a part hereof. “Custom Products” means Products manufactured or configured to meet
Customer requirements.
(c) “User Documentation” shall mean the documentation provided by Luna Labs to Customer, in printed or
electronic form, relating to the use of the Product.
(d) “Order” means an order for the Product online or otherwise a request for Product(s) and/or Support by
Customer.
(e) “Specifications” means specific technical information about Products or its intended use that is
published by Luna Labs in effect on the date Luna Labs ships Customer’s order.
(f) “Support” means any standard service such as education and training. “Custom Support” means Support
adapted to meet Customer requirements.
(g) “Platform” means any customer, Luna Labs or third-party joint reduction or joint dislocation simulator
in or on which the Product is used, including manikins or task trainers. In this regard, Luna Lab’s task
trainers are considered both product and platform.
2. Shipment and Packaging.
(a) The placement of an Order through the website or direct sale is an offer to purchase the Product(s)
ordered and Luna Labs may accept your Order by processing your payment and shipping the Product(s).
(b) Unless otherwise set forth in the Order, Luna Labs shall select the method of shipment of the Product.
The cost of such shipment shall be Luna Labs’ then current area destination charge, and the cost of such
shipment shall be added to the purchase price set forth in the Order. If Customer shall desire a different
mode of shipment, Customer shall advise Luna Labs thereof, and Customer shall pay Luna Labs any
incremental costs associated with such different mode of shipment.
(c) The Product shall be packaged in accordance with Luna Labs’ then current packaging specifications for
the Product for the method of shipment selected by Luna Labs, and the cost of such packaging shall be
included in the purchase price of Order. If Customer desires or requires (including to accommodate a
different mode of shipment) different or special packaging, Customer shall advise Luna Labs thereof, shall
assume all liability therefor, and shall pay Luna Labs any incremental costs associated with such different
or special packaging.
(d) Luna Labs reserves the right to ship items in a single or in multiple shipments, and Customer will
accept and pay for partial shipments of Products.
(e) The Product shall be delivered FCA (Incoterms 2000) 706 Forest St., Suite A, Charlottesville, VA
22903 and thereafter, title to and risk of loss to the Products shall pass to Customer therefor.
3. Purchase Price, Taxes and Payment Terms.
(a) Payment terms are subject to Luna Labs credit approval. Luna Labs may change credit or payment
terms at any time should Customer’s financial condition or previous payment record so warrant.
(b) The purchase price for the Product shall be as set forth in the Order. The purchase price, together with
all applicable shipping charges, packaging charges, insurance, other special charges and taxes, including
any and all penalties, but less any credits or deposits, shall be payable upon placement of the Order. Luna
Labs is not required to ship or otherwise provide any Product(s) until it has received the amounts owed to it
under the Order.
(c) Customer shall pay all taxes based on or in any way measured by these Sale Terms, the Product, or any
Support services related thereto, including any personal property taxes, but excluding taxes based on Luna
Labs’ net income. If Customer elects to challenge the applicability of any such taxes, Customer shall pay
such taxes to Luna Labs and Customer may thereafter challenge such taxes and seek refund thereof.
4. Warranty; Use; Restrictions on Use.
(a) Luna Labs warrants that, under normal storage and use, the Product will meet Luna Labs’ published
Specifications therefor for a period of one year after delivery thereof to Customer.
(b) If the Product fails to meet the warranties of Paragraph 4(a) and Customer gives Luna Labs written
notice thereof during the applicable warranty period, Luna Labs’ sole obligation shall be to repair or
replace the Product at Luna Labs’ discretion and cost.
(c) The Product is experimental in nature.
(d) Customer’s Product warranty is transferable upon Luna Labs’ receipt of written notification. Such
notification must include the serial number, model number and the name, address and location of transferee
and the transferee must agree in writing to Luna Labs’ warranty terms.
(e) EXCEPT AS AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS PARAGRAPH 4 AND IN
LIEU OF ALL OTHER WARRANTIES, THE PRODUCTS, AND ANY OTHER MATERIALS, DATA
AND/OR SUPPORT PROVIDED BY LUNA LABS ARE PROVIDED “AS IS” AND “WITH ALL
FAULTS,” AND LUNA LABS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY
KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, NONINFRINGEMENT, NONINTERFERENCE, QUIET ENJOYMENT, VALUE, OR QUALITY AS WELL AS ANY WARRANTIES
OF MERCHANTABILITY, SYSTEM INTEGRATION, SUITABILITY, TITLE, OR FITNESS FOR
PARTICULAR PURPOSE.
(f) Luna Labs shall not be liable to Customer for the warranty provisions of this Paragraph 4, if:
(g) Modifications are made to the Product by someone other than Luna Labs and not authorized by Luna
Labs;
(2) The Product is subject to misuse or abuse; or
(3) Customer failed to use the Products in accordance with industry standards and practices, failed
to use the Products in accordance with the User Documentation, or failed to properly store the
Products.
(h) No employee, agent, or representative of Luna Labs has the authority to bind Luna Labs to any oral
representation or warranty concerning the Product.
(i) Customer shall have the exclusive responsibility for preparing and maintaining the method of use of the
Product. Luna Labs shall not be liable to any damage to Platforms from the use of the Product.
(j) Customer shall use the Product as described in the Specifications and Customer shall not attempt, or
engage any party to attempt, to reverse engineer, alter, deconstruct or in any way determine the structure or
composition of the Product.
(k) Except as expressly agreed in writing by the parties, Customer may not resell the Product to any third
party.
5. Proprietary Rights Indemnity.
(a) Luna Labs shall defend or settle, at its own expense, any cause of action or proceeding brought against
Customer that is based on a claim that the Product infringes any issued United States patent. Luna Labs
shall indemnify and hold Customer harmless against any final judgment, including an award of attorneys’
fees, that may be awarded by a court of competent jurisdiction against Customer as a result of the
foregoing; provided that Customer gives Luna Labs prompt written notice of such cause of action or
proceeding and provides Luna Labs with all reasonable cooperation and information in Customer’s
possession.
(b) In the event of a claim that the Product infringes any issued United States patent or if Luna Labs
reasonably believes that a likelihood of such a claim exists, Luna Labs may, in Luna Labs’ sole discretion,
procure for Customer the right to continue using the Product, modify the Product to make it non-infringing,
or replace the Product with non-infringing hardware of similar capability; provided, however, if none of the
foregoing is commercially reasonably available to Luna Labs, it may remove the Product from Customer’s
premises and refund to Customer the purchase price less a reasonable rental for past use thereof.
(c) Luna Labs shall not be liable to Customer for infringement pursuant to this Paragraph 5 if such claim is
based solely on:
(1) Combination of the Product by someone other than Luna Labs; or
(2) Modifications made to the Product by someone other than Luna Labs; or
(3) Modifications made to the Product by Luna Labs to meet Purchasers’ requirements.
(d) The foregoing constitutes Luna Labs’ entire liability to Customer for the infringement of proprietary
rights by the Product or any portion thereof and Customer’s sole and exclusive remedy for any
infringement of any proprietary rights.
6. Customer Indemnity. Customer agrees to indemnify, defend and hold harmless Luna Labs from and against any
losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (i) the combination,
operation, or use of the Product with products, services, information, materials, technologies, business methods or
processes not furnished by Luna Labs; (ii) modifications to the Product, which modifications are not made by Luna
Labs; or (iii) use of the Product, except in accordance with any applicable user documentation or specifications, in
each case, by any user, including the Customer. Customer shall not settle any claim unless such settlement
completely and forever releases Luna Labs from all liability with respect to such claim or unless Luna Labs provides
its prior written consent to such settlement, and further provided that Luna Labs shall have the right, at its option, to
defend itself against any such claim or to participate in the defense by counsel of its own choice.
7. Termination/Cancellation.
(a) These Sale Terms may be terminated or cancelled by Luna Labs, if:
(1) Customer fails to pay Luna Labs the purchase price;
(2) Customer is in default of any other provision of these Sale Terms; or
(3) Customer becomes insolvent or seeks protections, voluntarily or involuntarily, under any
bankruptcy laws.
(b) In the event of any termination/cancellation of these Sale Terms, Luna Labs may cease performance of
all its obligations hereunder without liability to Customer.
(c) The foregoing rights and remedies of Luna Labs shall be cumulative and in addition to all other rights
and remedies available to Luna Labs in law and in equity.
(d) Prior to the date of shipment, Customer may cancel its order, subject to a cancellation fee.
(e) The provisions of Paragraphs 1, 3, 4 and 6-12 will survive such termination or cancellation of these Sale
Terms.
8. Limitation of Liability. Any sales will be subject to the limitations of liability set forth in the Terms of Use.
9. Sole Remedy. The remedies in these Sale Terms are Customer’s sole and exclusive remedies.
10. Title. Title in and to the User Documentation shall remain solely in Luna Labs, and, subject to the payment of
the purchase price set forth in the Order, Customer shall have a non-exclusive license to use the User Documentation
in connection with the Product. Customer shall not copy or disclose to anyone outside of Customer the User
Documentation, without Luna Labs’ prior written consent.
11. Trademarks; Use of Name. Luna Labs and Customer recognize that Luna Labs shall be the sole and exclusive
owner of all trade names, trademarks and copyrighted materials relating to the Products and its business. Customer
shall be prohibited from any use of Luna Labs trade names, trademarks and copyrighted materials without the prior
written consent by Luna Labs. Customer shall not use the name of Luna Labs without Luna Labs’ prior written
consent, which will not be unreasonably withheld. Customer agrees not to register or use any name or mark
confusingly similar to the Luna Labs trademarks.
12. General. Any and all documentation and information made available or disclosed by Luna Labs to Customer
shall be treated by Customer on a confidential and restricted basis. Except as expressly set out in these Sale Terms,
none of the foregoing shall be reproduced, disclosed to any third party or used for any purpose with the prior written
consent of Luna Labs, and shall be promptly returned to Luna Labs upon its request, or upon any expiration,
termination or cancellation of these Sale Terms, whichever occurs first.