Terms of service

DR INSTRUMENTS, INC.

TERMS OF SERVICE AND TERMS OF SALE

Effective Date: August 18, 2026

IMPORTANT NOTICE: SECTION 22 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER FOR CONSUMERS. IT ALSO CONTAINS AN EXCLUSIVE FORUM AND JURY-TRIAL WAIVER FOR COMMERCIAL AND INSTITUTIONAL PURCHASERS. PLEASE READ THAT SECTION CAREFULLY.

OVERVIEW

This website and online store are operated by DR Instruments, Inc. Throughout these Terms, “DR Instruments,” “we,” “us,” and “our” refer to DR Instruments, Inc.

We provide this website, including its information, tools, products, ordering functions and related services, subject to these Terms of Service and Terms of Sale (“Terms”).

These Terms apply to your use of the website and to purchases for which these Terms are displayed, linked, incorporated by reference or otherwise provided before DR Instruments accepts the order. This may include orders placed through the website, by email, telephone, quotation, purchase order, electronic data interchange or another ordering method.

By accessing or using the website, creating an account or placing an order after receiving notice of these Terms, you agree to be bound by them.

If you place an order for a company, school, university, laboratory, government agency, healthcare organization, nonprofit, reseller, distributor or other entity, you represent that you have authority to bind that entity to these Terms.

A separate written agreement signed by an authorized officer of DR Instruments will control over these Terms only to the extent that the agreement expressly conflicts with them.

Our Shipping Policy, Refund Policy and Privacy Policy are incorporated into these Terms where applicable.

Our online store is hosted on Shopify Inc. Shopify provides the ecommerce platform that allows us to offer products online.

SECTION 1 - ELIGIBILITY AND ONLINE STORE TERMS

By placing an order or creating an account, you represent that you have reached the age of majority in your jurisdiction and have the legal capacity to enter into a binding agreement.

A minor may use the website only under the supervision of a parent or legal guardian where permitted by law.

The website is intended for a general audience and is not intended to collect personal information directly from children under 13.

You may not use the website, Services or Products for an illegal or unauthorized purpose.

You must not transmit malware, viruses, worms or other destructive code.

We may suspend or terminate access for a material violation of these Terms, suspected fraud, unlawful activity, a security threat or another legitimate reason permitted by law.

SECTION 2 - ELECTRONIC AGREEMENT, COMMUNICATIONS AND ACCOUNTS

You agree that electronic records, electronic order confirmations and electronic communications may satisfy requirements that information or agreements be provided in writing, to the extent permitted by applicable law.

You agree that we may send transactional communications concerning your account, quotations, orders, payments, shipping, returns, product notices and customer-service requests to the email address or telephone number you provide. Marketing communications are governed separately by applicable law and our Privacy Policy.

You are responsible for maintaining the confidentiality of your account credentials and for activity conducted through your account.

You must promptly notify us if you believe an account or payment method has been used without authorization.

You are responsible for ensuring that your email address, telephone number, billing information and shipping information remain complete and accurate.

SECTION 3 - GENERAL CONDITIONS

We reserve the right to refuse, restrict or cancel service or orders for legitimate business or legal reasons, including suspected fraud, abusive conduct, payment problems, product availability, shipping restrictions, export restrictions, pricing errors or unlawful activity.

We will not refuse service for an unlawfully discriminatory reason.

The website may transmit information through networks, payment processors, hosting providers, carriers and other service providers.

You may not reproduce, copy, sell, resell or commercially exploit the website or its content without our written permission, except as permitted by law.

The headings in these Terms are provided for convenience and do not limit their meaning.

SECTION 4 - ACCURACY OF INFORMATION AND NO PROFESSIONAL ADVICE

We make reasonable efforts to provide accurate and current information. However, typographical errors, technical errors, outdated information and inadvertent inaccuracies may occur.

Historical information may be provided for reference and may not reflect current products, prices, specifications or availability.

Website content is provided for general product and educational information. It is not medical, clinical, legal, regulatory or safety-compliance advice.

Product labels, warnings, instructions, specifications and written documentation supplied with a Product should be reviewed before use. If website content conflicts with current Product labeling or instructions, the current Product labeling and instructions control.

Nothing in this Section limits our responsibility to provide disclosures, warnings, product descriptions or advertising information required by applicable law.

SECTION 5 - PRODUCTS, AVAILABILITY AND USE

Certain Products may be available exclusively online and may have limited quantities.

We make reasonable efforts to display Product photographs, colors and dimensions accurately. Actual appearance may vary because of screen settings, manufacturing tolerances or updates to packaging.

Product availability may change without notice before an order is accepted.

We may discontinue a Product or restrict its sale to particular quantities, persons, destinations or jurisdictions.

Products must be used only for their intended purpose and in accordance with applicable instructions, warnings and laws.

Products involving blades, sharps, glass, diagnostic use, laboratory procedures or other potential hazards should be used only by qualified persons or under appropriate supervision.

You are responsible for determining whether a Product is appropriate for your intended use unless DR Instruments expressly agrees otherwise in a signed writing.

You may not alter, relabel, misuse or resell a Product in a manner that makes its labeling, instructions, safety information, regulatory status or advertising false or misleading.

SECTION 6 - PRICES, PROMOTIONS AND TAXES

Prices are subject to change before an order is accepted.

Unless expressly stated otherwise, prices are shown in U.S. dollars and do not include shipping, customs charges, duties, taxes or other governmental charges.

Promotions, coupons and discounts may be subject to separate restrictions and may not be combined unless expressly allowed.

We may correct an obvious pricing, description or calculation error before accepting an order.

If an order affected by a material error has already been charged, we may offer the corrected terms or cancel the affected portion and issue a refund. We will not ship the affected Product at a different price without obtaining any consent required by applicable law.

Applicable sales, use, excise and similar taxes may be collected based on the information available to us.

Commercial quotations and institutional pricing are also governed by Section 11.

SECTION 7 - ORDER SUBMISSION, ACCEPTANCE AND CANCELLATION

Submitting an order constitutes an offer to purchase Products under these Terms.

An automated order confirmation acknowledges receipt of the order. It does not necessarily mean that DR Instruments has accepted the order.

An order is accepted when we expressly accept it, issue an order acknowledgment that confirms acceptance or begin fulfillment, whichever occurs first.

We may reject, limit, hold or cancel an order for legitimate reasons, including:

  • Product unavailability

  • Pricing or listing errors

  • Suspected fraud

  • Payment problems

  • Unusually large quantities

  • Shipping or address issues

  • Export or sanctions restrictions

  • Legal or regulatory restrictions

  • Inability to complete the transaction as represented

If we cancel an order after collecting payment, we will refund the amount collected for the canceled merchandise.

Customer cancellation rights are governed by the Refund Policy and any Product-specific or quotation-specific terms.

Custom, personalized, altered, private-label, special-order or made-to-order Products may become noncancelable once production, customization, procurement or other commitments begin.

You must provide complete and accurate billing, shipping and contact information.

You are responsible for reasonable costs caused by an incorrect or incomplete address, refused delivery, unauthorized rerouting or failure to accept delivery, except where the issue was caused by DR Instruments or where applicable law provides otherwise.

SECTION 8 - PAYMENT

You authorize DR Instruments and its payment providers to charge the selected payment method for the order total and other charges you expressly approve.

Payment may be required before acceptance, production or shipment.

Payment by check is conditional until the check has cleared.

If a payment is reversed, dishonored or charged back after Products have been shipped or delivered, the unpaid amount remains due unless the reversal was legally justified.

Nothing in these Terms restricts a consumer’s lawful billing-error or chargeback rights. Knowingly submitting false information in a payment dispute or initiating duplicate recovery for the same transaction is prohibited.

Commercial credit, invoice and collection terms are governed by Section 11.

SECTION 9 - SHIPPING, DELIVERY AND RISK OF LOSS

Shipping methods, charges and restrictions are described in the Shipping Policy.

Delivery and transit dates are estimates unless DR Instruments expressly states in writing that a date is guaranteed.

Carrier delays, customs clearance, weather, labor disruptions, government action and other events outside our reasonable control may affect delivery after shipment.

If we cannot ship within the time required by applicable law, we may request consent to a revised shipping date or cancel the affected unshipped merchandise and issue the required refund.

For consumer orders, risk of loss generally passes when the Products are delivered to the delivery address or authorized delivery location, subject to applicable law.

DR Instruments is not responsible for theft or loss occurring after confirmed delivery to the correct address or authorized location, except to the extent required by law.

Shipping amounts displayed at checkout may be based on the information available at the time of the order.

For an oversized, overweight, high-volume, palletized or special-handling consumer order, we will obtain the customer’s approval before charging additional shipping beyond the amount accepted at checkout. If approval is not received, we may cancel and refund the affected order.

Tracking information will be provided when available.

Orders that have already shipped generally cannot be canceled.

Commercial shipments are subject to the additional risk-of-loss, freight and inspection provisions in Section 11.

International orders are also subject to Section 12.

SECTION 10 - RETURNS, REFUNDS AND PRODUCT CLAIMS

Returns, refunds, exchanges and order cancellations are governed by the Refund Policy, these Terms and applicable law.

A return authorization may be required before Products are returned.

Returned Products must be sent to the location and in the manner provided by DR Instruments.

Refunds generally will be issued to the original payment method unless another method is required or agreed.

Original shipping charges and return shipping charges may be nonrefundable unless the return results from our error, a verified defect or applicable law requires otherwise.

Subject to applicable law and the Refund Policy, Products that are custom-made, personalized, private-label, altered, used, damaged after delivery, clearance, discontinued, opened sterile, hygiene-sensitive or otherwise unsuitable for resale may be nonreturnable.

We may deny or limit a return involving fraud, return abuse, materially incomplete merchandise, substituted merchandise or a Product damaged after delivery.

Nothing in this Section limits a nonwaivable consumer right.

Commercial inspection, claims, return authorization and restocking provisions are governed by Section 11.

SECTION 11 - COMMERCIAL AND INSTITUTIONAL PURCHASES

11.1 Definition and Priority

A “Commercial Buyer” is any person or entity purchasing primarily for business, educational, laboratory, institutional, professional, healthcare, nonprofit, governmental, resale, distribution or other nonpersonal purposes.

Commercial Buyers include schools, colleges, universities, bookstores, laboratories, hospitals, clinics, government agencies, resellers, distributors and private-label customers.

This Section 11 applies only to Commercial Buyers. If this Section conflicts with another part of these Terms, this Section controls for the Commercial Buyer’s transaction.

11.2 Authority and Contract Documents

The person submitting an order represents that the person has authority to bind the Commercial Buyer.

The following order of precedence applies:

  1. A separate agreement signed by an authorized officer of DR Instruments

  2. A DR Instruments quotation or order acknowledgment, including its special terms

  3. These Terms

  4. The Commercial Buyer’s purchase order, but only as to accepted administrative details such as Product number, quantity, delivery address and requested delivery date

DR INSTRUMENTS EXPRESSLY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS IN A PURCHASE ORDER, PROCUREMENT PORTAL, VENDOR FORM, EDI TRANSMISSION, ACKNOWLEDGMENT, EMAIL, INVOICE INSTRUCTION OR OTHER BUYER DOCUMENT.

DR INSTRUMENTS’ ACCEPTANCE IS EXPRESSLY CONDITIONED ON THE COMMERCIAL BUYER’S ASSENT TO DR INSTRUMENTS’ TERMS.

Our shipment, performance, silence, receipt of a purchase order, use of a procurement portal or acceptance of payment does not constitute acceptance of additional or different buyer terms.

No employee, representative or sales agent may waive or modify these Terms unless the modification is contained in a writing signed by an authorized officer of DR Instruments.

11.3 Quotations, Forecasts, Changes and Cost Adjustments

A quotation is valid only for the period stated in the quotation. If no period is stated, the quotation expires 30 days after issuance.

A forecast, estimate, projected annual quantity or blanket purchase order is not a binding purchase commitment unless DR Instruments expressly accepts firm quantities and release dates in writing.

Prices are based on Product specifications, quantities, tariffs, duties, freight conditions and governmental charges known when the quotation is issued.

For unshipped Commercial Buyer orders, DR Instruments may pass through documented increases directly attributable to newly imposed or increased tariffs, duties, taxes, governmental charges, carrier surcharges or buyer-requested changes arising after the quotation or order acceptance.

If the Commercial Buyer timely objects to such an increase, DR Instruments may cancel affected unshipped standard Products without liability. The Commercial Buyer remains responsible for custom Products, completed work, noncancelable supplier commitments and other amounts properly incurred before cancellation.

Changes requested by the Commercial Buyer may result in revised pricing, minimum quantities, production schedules, freight charges and delivery dates.

DR Instruments does not accept buyer-imposed chargebacks, back charges, service-level penalties, cover charges, liquidated damages, late-delivery penalties, most-favored-customer terms or price-matching obligations unless expressly accepted in a writing signed by an authorized officer of DR Instruments.

11.4 Payment, Credit and Collection

Commercial payment terms are those stated in the accepted quotation, order acknowledgment or invoice. If no credit term is stated, payment is due before shipment.

Credit terms are subject to approval and may be reduced, suspended or withdrawn if DR Instruments in good faith believes that the prospect of payment or performance has become impaired.

DR Instruments may require a deposit, advance payment, letter of credit, credit-card payment or other reasonable assurance before beginning or continuing performance.

Past-due commercial amounts accrue interest at the lesser of 9% per year or the maximum rate permitted by applicable law.

The Commercial Buyer must reimburse DR Instruments for reasonable collection costs, attorneys’ fees and expenses incurred in collecting undisputed past-due commercial amounts or enforcing a valid security interest, to the extent permitted by law.

The Commercial Buyer may not withhold, deduct, set off or recoup an amount due based on a separate claim unless DR Instruments agrees in writing or applicable law does not permit the right to be waived.

DR Instruments may suspend further production, shipment, warranties, returns, credits or other performance while a material undisputed balance remains past due.

Payment for one shipment or invoice is not contingent on delivery, acceptance or payment of another shipment or invoice unless expressly agreed in writing.

11.5 Taxes and Exemption Certificates

The Commercial Buyer is responsible for sales, use, excise, value-added, customs and similar taxes and governmental charges, other than taxes imposed on DR Instruments’ net income.

A valid exemption certificate must be provided before invoicing or within the period required by law.

If an exemption certificate is invalid, withdrawn or rejected, the Commercial Buyer must reimburse DR Instruments for resulting taxes, interest and penalties to the extent caused by the buyer’s invalid claim or documentation.

11.6 Commercial Shipping, Freight, Title and Risk of Loss

Unless an accepted quotation states otherwise, commercial shipments are FOB DR Instruments’ shipping point. Title and risk of loss pass to the Commercial Buyer when conforming Products are duly delivered to the carrier, even if DR Instruments selects the carrier, arranges freight or prepays freight.

Any retention of title by DR Instruments after shipment is limited to a security interest to the extent required by applicable law.

A specific Incoterm or shipping term stated in an accepted quotation controls over the preceding paragraph.

Freight quotes are estimates unless expressly stated to be fixed. The Commercial Buyer is responsible for actual freight, fuel surcharges, reweigh or reclassification charges, liftgate charges, inside-delivery fees, limited-access charges, storage, detention, demurrage, redelivery and other carrier accessorial charges attributable to the shipment or delivery conditions.

DR Instruments may make and invoice partial shipments unless the accepted quotation expressly prohibits them.

If shipment or delivery is delayed because of the Commercial Buyer, DR Instruments may place the Products in storage at the buyer’s risk and expense after reasonable notice.

The Commercial Buyer is responsible for filing carrier claims for loss or damage occurring after risk passes. DR Instruments may provide commercially reasonable assistance but does not guarantee recovery from the carrier.

11.7 Inspection, Acceptance and Claims

The Commercial Buyer must inspect Products promptly upon delivery.

Visible freight damage, shortages and incorrect quantities must be noted on the delivery record where reasonably possible and reported to DR Instruments in writing within five business days after delivery.

Other reasonably discoverable nonconformities must be reported in writing within ten business days after delivery.

A latent defect must be reported within ten business days after discovery and within any applicable written warranty or contractual claim period.

The notice must identify the order, invoice, Product, quantity, lot or batch information where available, the claimed issue and supporting photographs or documentation reasonably requested by DR Instruments.

Failure to give timely notice constitutes acceptance and waiver of rejection or remedy for the issue to the extent permitted by applicable law.

The Commercial Buyer must preserve the affected Products, packaging and records for reasonable inspection.

DR Instruments has a reasonable opportunity to inspect, test, cure, replace or otherwise address an alleged nonconformity before the Commercial Buyer obtains substitute goods, performs alterations or incurs avoidable costs.

No commercial return may be made without a written return authorization. Unauthorized returns may be refused.

Unless an accepted quotation or the Refund Policy states otherwise, approved commercial returns may be subject to a restocking fee of up to 25%, inspection and return-freight charges.

Custom, private-label, engraved, altered, special-order, discontinued, clearance, used, expired, opened sterile or otherwise nonresalable Products are nonreturnable unless DR Instruments expressly agrees otherwise in writing.

11.8 Custom, Private-Label and Special-Order Products

Custom, private-label, personalized, altered and special-order Products become noncancelable once DR Instruments or its supplier begins design, procurement, tooling, production, printing, embroidery, packaging or another material commitment.

If DR Instruments permits cancellation, the Commercial Buyer remains liable for completed work, raw materials, tooling, noncancelable supplier commitments, freight and commercially reasonable cancellation charges that do not exceed DR Instruments’ reasonably anticipated or actual loss.

The Commercial Buyer is responsible for timely approval of specifications, samples, artwork, labels, packaging, quantities and proofs. Delay in approval extends the production and delivery schedule.

A sample or prototype is illustrative unless the accepted quotation expressly identifies it as the controlling production standard.

Commercially reasonable variations in shade, finish, dimensions, weight, packaging and manufacturing tolerances do not constitute nonconformity.

Unless a quotation expressly requires an exact quantity without tolerance, custom-manufactured quantities may vary by up to 5%, and the Commercial Buyer will be invoiced for the actual quantity shipped at the agreed unit price.

The Commercial Buyer represents that it owns or is authorized to use all trademarks, designs, text, specifications, labels and other materials it provides.

Unless a signed agreement states otherwise, DR Instruments retains ownership of its preexisting designs, manufacturing methods, know-how, tooling, molds, dies, patterns and improvements. Payment of tooling or development charges does not transfer ownership unless the accepted quotation expressly states that ownership will transfer.

11.9 Product Selection, End Use, Compliance and Resale

The Commercial Buyer is responsible for independently determining Product suitability for its application, procedures, users, environment and jurisdiction.

Recommendations, estimates and assistance from DR Instruments do not create a warranty of fitness for a particular purpose unless expressly included in an accepted written specification or warranty.

The Commercial Buyer is responsible for obtaining any approvals, registrations, licenses, permits, professional review or end-user training required for the buyer’s particular use, resale or destination, except for legal obligations that applicable law places directly on DR Instruments.

Resellers and distributors must preserve required labels, warnings, instructions, lot information, traceability information and manufacturer identification.

A Commercial Buyer may not make performance, safety, medical, regulatory or certification claims about a Product that exceed claims authorized by DR Instruments or the Product’s applicable documentation.

A Commercial Buyer that modifies, combines, repackages, relabels, sterilizes, reprocesses or privately labels a Product assumes responsibility for the resulting configuration and related claims, except to the extent a defect was independently caused by DR Instruments.

11.10 Commercial Warranty Disclaimer and Exclusive Remedy

DR INSTRUMENTS WARRANTS ONLY THAT, AT THE TIME OF SHIPMENT, PRODUCTS WILL MATERIALLY CONFORM TO THE EXPRESS SPECIFICATIONS IN THE APPLICABLE ACCEPTED QUOTATION, ORDER ACKNOWLEDGMENT, PRODUCT LABEL OR PRODUCT-SPECIFIC WRITTEN WARRANTY.

EXCEPT FOR THAT EXPRESS LIMITED OBLIGATION AND ANY WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED, DR INSTRUMENTS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY TO A COMMERCIAL BUYER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DR INSTRUMENTS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

DR INSTRUMENTS DOES NOT WARRANT THAT A PRODUCT WILL SATISFY A COMMERCIAL BUYER’S PARTICULAR PROCEDURE, PROTOCOL, REGULATORY REQUIREMENT OR CUSTOMER REQUIREMENT UNLESS EXPRESSLY STATED IN AN ACCEPTED WRITTEN SPECIFICATION.

A third-party manufacturer’s warranty, if any, is governed by the manufacturer’s terms. DR Instruments does not expand or adopt a manufacturer warranty unless expressly stated in writing.

The warranty does not cover misuse, improper storage, improper handling, accident, alteration, unauthorized repair, normal wear, use contrary to instructions or a condition caused by another product or person.

FOR A VERIFIED BREACH OF THE EXPRESS LIMITED OBLIGATION ABOVE, THE COMMERCIAL BUYER’S SOLE AND EXCLUSIVE REMEDY, AND DR INSTRUMENTS’ ENTIRE OBLIGATION, IS AT DR INSTRUMENTS’ OPTION TO:

  1. Repair the affected Product

  2. Replace the affected Product

  3. Reperform the affected obligation

  4. Issue a credit

  5. Refund the purchase price paid for the affected Product

This exclusive-remedy provision applies to the fullest extent permitted by law.

11.11 Commercial Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DR INSTRUMENTS WILL NOT BE LIABLE TO A COMMERCIAL BUYER FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF CONTRACTS, LOSS OF GOODWILL, REPUTATIONAL HARM, RECALL COSTS, REMOVAL OR REINSTALLATION COSTS, LABOR COSTS, COVER COSTS, CUSTOMER PENALTIES OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, STATUTE OR ANOTHER THEORY, AND EVEN IF DR INSTRUMENTS WAS ADVISED THAT SUCH DAMAGES COULD OCCUR.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DR INSTRUMENTS’ AGGREGATE LIABILITY ARISING FROM A COMMERCIAL TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO DR INSTRUMENTS FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

MULTIPLE CLAIMS OR THE FAILURE OF AN EXCLUSIVE REMEDY DOES NOT INCREASE THIS CAP TO THE EXTENT THE CAP REMAINS ENFORCEABLE.

These limitations do not apply to DR Instruments’ fraudulent conduct, willful misconduct, gross negligence or another liability that applicable law does not permit to be limited.

The limitations in favor of DR Instruments do not limit the Commercial Buyer’s payment, indemnification, misuse, intellectual-property or security-interest obligations.

11.12 Commercial Indemnification and Insurance

The Commercial Buyer will defend, indemnify and hold harmless DR Instruments and its officers, directors, employees, agents and affiliates from third-party claims, losses, liabilities, recalls, penalties, damages and reasonable attorneys’ fees arising from:

  • Specifications, artwork, labels or instructions supplied by the Commercial Buyer

  • The Commercial Buyer’s misuse, alteration, combination, relabeling, repackaging, sterilization or reprocessing of a Product

  • Claims or warranties made by the Commercial Buyer beyond those authorized by DR Instruments

  • The Commercial Buyer’s resale, distribution or export in violation of law

  • Failure to provide required warnings, instructions or traceability information

  • The Commercial Buyer’s negligence, willful misconduct or violation of law

This obligation does not apply to the extent a claim was caused solely by DR Instruments’ gross negligence, willful misconduct or an unaltered Product defect for which DR Instruments cannot lawfully shift responsibility.

DR Instruments may control the defense of an indemnified claim using counsel reasonably selected by DR Instruments. The Commercial Buyer may not settle an indemnified claim in a manner that admits fault by or imposes an obligation on DR Instruments without written consent.

Resellers, distributors, private-label customers and buyers that modify or relabel Products must maintain commercially reasonable general and product-liability insurance and provide evidence of coverage upon reasonable request.

11.13 Purchase-Money Security Interest

For Products sold on credit, the Commercial Buyer grants DR Instruments a purchase-money security interest in the Products sold, replacements, additions and identifiable proceeds until all amounts due for those Products are paid in full.

The Commercial Buyer authorizes DR Instruments to file financing statements and amendments describing the collateral where permitted by law and agrees to execute additional documents reasonably required to perfect or maintain the security interest.

This provision does not apply to a government entity to the extent prohibited by law.

11.14 Commercial Claim Limitation Period

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY ACTION OR PROCEEDING BY A COMMERCIAL BUYER ARISING FROM A SALE OF PRODUCTS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM ACCRUES.

This period does not apply to a claim for which applicable law prohibits contractual shortening.

11.15 Government and Public-Institution Orders

A government or public institution’s procurement terms, flow-down clauses, audit rights, insurance requirements, cybersecurity terms, data requirements, domestic-content requirements, indemnification terms or dispute provisions apply only if DR Instruments expressly accepts them in a writing signed by an authorized officer.

Uploading information to a procurement portal, acknowledging receipt of a purchase order or beginning performance does not constitute acceptance of additional procurement terms.

Mandatory laws that legally apply to DR Instruments remain applicable regardless of this paragraph.

SECTION 12 - INTERNATIONAL ORDERS, CUSTOMS AND EXPORT COMPLIANCE

International orders may be shipped using UPS, USPS or another appropriate carrier.

Unless an accepted quotation expressly states otherwise, the customer is responsible for customs duties, import taxes, VAT, brokerage charges, clearance fees and other destination-country charges.

Unless DR Instruments expressly agrees in writing to act as importer of record, the international customer is the importer of record and is responsible for import clearance and destination-country requirements.

Customs processing and inspections may delay delivery.

If an international shipment is refused, abandoned or returned because the customer failed to pay import charges, provide documentation or complete clearance, DR Instruments may deduct return freight, duties, storage, brokerage and other reasonable charges from any refund to the extent permitted by law.

International customers may not export, re-export, transfer, divert, resell or use Products in violation of applicable U.S. export controls, economic sanctions, embargoes or destination-country laws.

We may screen transactions, request end-user or destination information, hold an order or cancel a transaction where reasonably necessary to comply with law.

The customer represents that neither the customer, the end user nor the transaction is prohibited under applicable sanctions or export-control law.

For commercial international sales, the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Mandatory consumer rights applicable in the customer’s country remain unaffected to the extent they cannot legally be waived.

SECTION 13 - THIRD-PARTY TOOLS, SERVICES AND LINKS

The website may provide access to tools, payment services, carrier services or websites operated by third parties.

We do not control independent third parties and are not responsible for their separate content, terms, availability, security or privacy practices.

Use of a third-party service may be governed by that third party’s terms.

To the maximum extent permitted by law, DR Instruments is not responsible for a transaction conducted directly between you and an independent third party.

SECTION 14 - REVIEWS, COMMENTS AND USER CONTENT

You retain ownership of original content you submit, including reviews, photographs, comments and feedback.

By voluntarily submitting content for publication or promotional use, you grant DR Instruments a nonexclusive, worldwide, royalty-free license to host, reproduce, display, distribute and reasonably format the content for purposes related to operating, promoting and improving our business.

This license does not transfer ownership of your content.

Nothing in these Terms restricts or penalizes your right to provide an honest review, assessment or opinion about our Products, Services or business practices.

You may not submit a fake or false review, impersonate another person, misrepresent your experience or submit content generated to create a misleading consumer impression.

Any incentive for a review must not be conditioned on the review expressing a particular positive or negative sentiment.

We may remove or moderate content that:

  • Violates law

  • Infringes intellectual-property rights

  • Contains confidential or private information

  • Is threatening, harassing, obscene or defamatory

  • Contains malware or spam

  • Is unrelated to the Product or Service

  • Is fake, deceptive or materially misleading

We will not remove or suppress a consumer review merely because it expresses a negative opinion.

SECTION 15 - PERSONAL INFORMATION AND PRIVACY

Our collection, use and disclosure of personal information are governed by our Privacy Policy and applicable law.

We do not knowingly collect personal information online directly from children under 13 in circumstances prohibited by applicable law.

Order information may be shared with Shopify, payment processors, carriers, customs providers, fraud-prevention services and other providers as reasonably necessary to process the transaction, subject to our Privacy Policy.

SECTION 16 - INTELLECTUAL PROPERTY

The website and its content, including Product photographs, graphics, text, logos, trademarks, Product names, catalogs and website design, are owned by or licensed to DR Instruments and are protected by applicable law.

You receive a limited, revocable, nonexclusive right to use the website for lawful personal or internal business purposes.

You may not copy, reproduce, modify, distribute, scrape, republish or commercially exploit protected content without written permission, except as permitted by law.

Nothing in these Terms transfers ownership of DR Instruments’ intellectual property.

Unsolicited general feedback is not confidential unless DR Instruments expressly agrees otherwise before submission. We may use general feedback to improve Products or Services without compensation, provided we do not claim ownership of your protected confidential information or preexisting intellectual property.

SECTION 17 - PROHIBITED USES

You may not use the website, Services or Products:

  • For an unlawful purpose

  • To solicit or participate in unlawful activity

  • To violate applicable laws or regulations

  • To infringe intellectual-property or privacy rights

  • To harass, threaten, defame or unlawfully discriminate

  • To submit materially false or misleading information

  • To transmit malware or destructive code

  • To improperly collect personal information

  • To spam, phish or engage in fraud

  • To circumvent website or payment security

  • To interfere with website operation

  • To evade export controls or sanctions

  • To impersonate another person or entity

  • To conduct unauthorized automated scraping or data extraction

We may suspend or terminate access for violation of this Section.

SECTION 18 - FORCE MAJEURE AND SUPPLY ALLOCATION

To the extent permitted by law, DR Instruments is not liable for delay, shortage or nonperformance caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, severe weather, epidemic, pandemic, war, terrorism, civil unrest, labor disruption, carrier failure, port congestion, supplier failure, material shortage, power or telecommunications failure, cyberattack, embargo, customs action, government order, change in law or other event that makes performance commercially impracticable.

DR Instruments may extend delivery schedules, substitute commercially reasonable transportation or performance methods, allocate limited supply among customers in a commercially reasonable manner or cancel affected unshipped quantities.

DR Instruments will provide notice where reasonably practicable.

If an affected prepaid order is canceled, DR Instruments will refund the amount paid for the canceled unshipped Products.

This Section does not waive a consumer’s rights under applicable shipping-delay law and does not excuse payment for Products already delivered or services already performed.

SECTION 19 - DISCLAIMER OF WARRANTIES

We do not guarantee that the website will always be uninterrupted, error-free, secure or available.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND ONLINE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Except for an express written Product warranty and rights that cannot legally be disclaimed, we disclaim implied warranties relating to the website and online Services.

For consumer Product purchases, any disclaimer or limitation of an implied warranty applies only to the extent permitted by the law applicable to the consumer.

If DR Instruments provides a written consumer warranty or service contract that prevents disclaimer of an implied warranty, the implied warranty is not disclaimed and may be limited only to the extent permitted by applicable law.

A Product-specific written warranty, if any, is governed by its stated terms.

Section 11.10 governs warranties for Commercial Buyers.

SECTION 20 - LIMITATION OF LIABILITY

To the maximum extent permitted by law, DR Instruments and its officers, directors, employees, affiliates, agents and service providers will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages arising solely from use of or inability to use the website or online Services.

For a consumer claim arising from a Product purchase, DR Instruments’ aggregate liability will not exceed the purchase price paid for the affected Product to the extent such a limitation is lawful.

For a claim concerning only the website or an online Service and not a purchased Product, DR Instruments’ aggregate liability will not exceed the greater of $100 or the amount paid for the affected Service during the preceding 12 months, to the extent permitted by law.

Nothing in these Terms excludes or limits:

  • Liability that applicable law does not permit to be excluded

  • Rights under a written warranty

  • Non-waivable consumer remedies

  • Liability for fraud or willful misconduct

  • Liability for death or personal injury where limitation is prohibited

  • Any other statutory right that cannot legally be waived

Section 11.11 governs liability involving Commercial Buyers.

SECTION 21 - INDEMNIFICATION

To the extent permitted by law, you agree to defend and indemnify DR Instruments and its officers, directors, employees, affiliates and agents from third-party claims arising directly from:

  • Your unlawful use of the website

  • Your material violation of these Terms

  • Your infringement of another person’s rights

  • Your unauthorized alteration or misuse of a Product

  • Content you submit without having the required rights

This Section does not require a consumer to indemnify DR Instruments for DR Instruments’ own unlawful conduct or liability that cannot legally be shifted.

Section 11.12 governs indemnification by Commercial Buyers.

SECTION 22 - DISPUTE RESOLUTION, ARBITRATION AND JURY WAIVER

22.1 Informal Resolution Notice

Before initiating arbitration or litigation, the complaining party must send a written notice describing the dispute, the applicable order or account, the facts supporting the claim and the requested resolution.

Notices to DR Instruments must be sent to:

DR Instruments, Inc.
Attn: Legal Notice
8630 South 77th Avenue
Bridgeview, IL 60455
Email: sales@drinstruments.com

The parties will attempt in good faith to resolve the dispute for 30 days after receipt of a complete notice.

This requirement does not prevent a party from filing a small-claims matter, preserving an expiring limitation period, collecting an undisputed overdue commercial amount or seeking temporary relief needed to protect property, intellectual property or legal rights.

22.2 Consumer Binding Arbitration

THIS SUBSECTION APPLIES TO A NATURAL PERSON PURCHASING PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

EXCEPT FOR A SMALL-CLAIMS MATTER OR A CLAIM THAT CANNOT LAWFULLY BE ARBITRATED, ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, A PRODUCT, AN ORDER, ADVERTISING, A WARRANTY, PRIVACY OR THE RELATIONSHIP BETWEEN THE CONSUMER AND DR INSTRUMENTS WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION.

The Federal Arbitration Act governs this arbitration agreement.

The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules before one neutral arbitrator.

The consumer may elect a documents-only, telephone, video or in-person proceeding as permitted by the applicable rules. An in-person consumer hearing will take place in the county where the consumer resides unless the parties agree otherwise.

The arbitrator may award the same individual remedies that a court could award under applicable law.

DR Instruments will pay arbitration fees that the applicable consumer rules require the business to pay. Each party will otherwise bear its own attorneys’ fees unless a statute, these Terms or the arbitrator permits a fee award.

A court, rather than the arbitrator, will decide disputes concerning whether an arbitration agreement was formed and whether the class-action waiver is enforceable. Other disputes concerning scope or interpretation may be decided by the arbitrator to the extent permitted by law.

If the American Arbitration Association is unavailable or declines administration, the parties will attempt to select a comparable provider. If they cannot agree, a court may appoint an arbitrator as permitted by applicable law.

22.3 Consumer Class-Action and Jury Waiver

THE CONSUMER AND DR INSTRUMENTS AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PERSONS OR AWARD RELIEF FOR ANYONE OTHER THAN THE INDIVIDUAL PARTIES.

BY AGREEING TO ARBITRATION, THE CONSUMER AND DR INSTRUMENTS WAIVE THE RIGHT TO HAVE AN ARBITRABLE DISPUTE DECIDED BY A JUDGE OR JURY.

Nothing in this Section prevents an individual from pursuing:

  • An eligible claim in small-claims court

  • Relief from an administrative agency

  • Public injunctive relief that applicable law does not permit to be waived

  • Temporary court relief needed to preserve the status quo pending arbitration

If the class-action waiver is finally determined unenforceable for a particular claim or requested remedy, that claim or remedy will proceed in court and any arbitrable portions may be stayed pending completion of arbitration.

22.4 Right to Opt Out of Consumer Arbitration

A consumer may opt out of Subsections 22.2 and 22.3 by sending written notice within 30 days after first accepting these Terms.

The notice must:

  • State “ARBITRATION OPT OUT”

  • Provide the consumer’s full name

  • Provide the email address used for the order or account

  • Provide the order number, if available

  • State that the consumer is opting out of the arbitration agreement

The notice must be sent to sales@drinstruments.com or mailed to the Legal Notice address above.

A timely opt-out will not affect the remaining Terms and will not affect the consumer’s ability to purchase Products.

22.5 Commercial and Institutional Disputes

THIS SUBSECTION APPLIES TO COMMERCIAL BUYERS.

Any dispute not resolved informally will be brought exclusively in the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois, provided that the court has subject-matter jurisdiction.

The Commercial Buyer irrevocably consents to personal jurisdiction and venue in those courts.

Notwithstanding the preceding paragraph, DR Instruments may bring an action to collect overdue amounts, enforce a security interest, recover Products or obtain temporary or provisional relief in any jurisdiction where the Commercial Buyer, collateral or assets are located.

TO THE FULLEST EXTENT PERMITTED BY LAW, DR INSTRUMENTS AND THE COMMERCIAL BUYER KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY DISPUTE ARISING FROM THE COMMERCIAL RELATIONSHIP.

A Commercial Buyer may bring a claim only in its own capacity and not as a class, collective or representative claimant to the extent permitted by law.

SECTION 23 - GOVERNING LAW

These Terms and transactions governed by them are governed by applicable federal law and the laws of the State of Illinois, without regard to conflict-of-law principles.

The Federal Arbitration Act governs the arbitration provisions in Section 22.

Nothing in these Terms deprives a consumer of a mandatory protection or remedy that applicable law does not permit the consumer to waive.

For commercial international transactions, the United Nations Convention on Contracts for the International Sale of Goods is excluded.

SECTION 24 - ENTIRE AGREEMENT, WAIVER, ASSIGNMENT AND SEVERABILITY

These Terms and the policies incorporated by reference constitute the agreement governing use of the website and applicable purchases unless a separate signed agreement controls.

For Commercial Buyers, the order-of-precedence provisions in Section 11.2 apply.

Failure to enforce a provision does not waive the right to enforce it later.

A waiver is effective only for the particular matter for which it was given.

You may not assign these Terms, an order or a right against DR Instruments without our written consent.

DR Instruments may assign these Terms or related rights to an affiliate, financing party, purchaser of the business or successor in connection with a merger, reorganization or sale of assets.

Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship.

Except for persons expressly protected by an indemnification or limitation provision, these Terms do not create third-party beneficiary rights.

If a provision is determined to be unlawful or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

Provisions concerning payment, intellectual property, warranties, liability, indemnification, security interests, dispute resolution and other provisions that by their nature should survive will survive termination or completion of an order.

SECTION 25 - CHANGES TO THESE TERMS

We may update these Terms from time to time.

The updated Terms will state their effective date and will apply prospectively from that date unless applicable law permits otherwise.

Material changes will not retroactively alter the terms governing a completed transaction unless required by law or expressly agreed by the affected parties.

Where law requires additional notice or consent, we will provide that notice or obtain that consent.

SECTION 26 - CONTACT INFORMATION

Questions regarding these Terms may be sent to:

DR Instruments, Inc.
8630 South 77th Avenue
Bridgeview, IL 60455
United States

Email: sales@drinstruments.com
Toll-Free: 888-599-3442
Telephone: 708-599-3442
Fax: 708-599-5353