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Terms and conditions

The following terms and conditions govern the contract in respect of the Equipment and/or Services ordered.

Last updated on

June 12, 2026

Artemis Distribution, LLC (the “Distributor”) and the Buyer (as specified in the Purchase Agreement to which these Terms are attached) agree to the following terms and conditions governing their contract in respect of the Equipment and/or Services ordered:

1. Business Name Restriction

The Buyer agrees not to use the Equipment’s brand name (or similar variations) in its business name or on social media.

2. Consumables

  • The Buyer must use only the specified consumables with the Equipment.

  • Using other products will void the warranty, and the Buyer will be responsible for any resulting damage.

  • Reselling consumables is prohibited; doing so entitles the Distributor to terminate this Agreement.

3. Delivery and Claims

  • The Distributor will deliver the Equipment to the location specified in the Purchase Agreement.

  • The Delivery Date is a target and reflects the expected delivery at the date the Distributor accepts the Purchase Agreement.

  • The Distributor is not responsible for any loss or damage arising from failure to deliver by the expected date, regardless of whether the fault lies with the Distributor or a chosen carrier.

  • The Distributor is not liable for losses from delivery delays caused by damage to the Equipment in transit.

  • The Buyer must either accept delivery or provide shipping instructions within ten (10) days of being notified that the Equipment is ready.

  • If the Buyer fails to do so, the Distributor may store the Equipment and charge for storage, sell the Equipment at public or private sale, or take such other action as it considers appropriate.

4. Exclusivity

  • Both parties agree that this Agreement does not prevent the Distributor from working with or supplying Equipment to other parties, regardless of geographic proximity to the Buyer.

  • The Buyer acknowledges that it cannot hold the Distributor responsible for any losses it may experience due to the Distributor’s contracts with other parties.

5. Force Majeure

  • Performance of this Agreement (except for payment obligations) may be suspended due to force majeure events, with neither party liable for any resulting damages.

  • Force majeure includes natural disasters, war mobilisation, pandemics and other widespread health emergencies, government regulations, strikes, lockouts, droughts, floods, fires, transportation disruptions, defective materials, delays by suppliers, or other circumstances beyond a party’s reasonable control that prevent manufacture or shipment.

6. Equipment Warranty and Care

  • Unless stated otherwise in Schedule 1, the Distributor guarantees the Equipment will be in good working order and free from defects for the period specified in Schedule 1, starting from the delivery date.

  • If defects due to poor workmanship or materials arise, a Distributor representative will repair or replace the faulty parts.

  • The Buyer must return defective parts as instructed for repair or replacement.

  • This warranty is valid only if the buyer has followed the Electrical Requirements & Power Supply Guidelines provided by the Distributor and can provide evidence of compliance on request by the Distributor.

  • This warranty is valid only if the Equipment is used properly and as intended; it will be void if the Equipment is modified, altered, subjected to excessive stress, or if identification marks are removed or changed.

  • Repairs due to negligence or failure to follow the care and cleaning protocols set out in Schedule 1 are the Buyer’s responsibility, unless otherwise agreed by the Distributor in writing.

  • The cleaning protocols in Schedule 1 form part of this Agreement; failure to comply constitutes a breach of this Agreement, voids the warranty, and may lead to charges or termination.

  • Using consumables not purchased from Artemis voids the warranty and may have similar consequences.

  • All other warranties, express or implied, including merchantability and fitness for a particular purpose, are excluded to the fullest extent permitted by law.

7. Equipment and Training

  • The Distributor will provide training on Equipment use.

  • Training will include both online and offline modules; both must be completed in full and passed to gain full certification to provide treatments.

  • The Buyer must ensure all users are properly qualified, trained, and compliant with all applicable laws and regulations in the jurisdiction in which the Equipment will be used.

  • The Buyer is responsible for correct use and for preventing unauthorised resale or use.

  • Additional training and certifications must be conducted by Distributor-certified Network or Master Trainers, not by other providers.

  • Failure to meet training requirements may result in restricted access to support, consumables, or marketing materials.

  • The Buyer may request additional training for new or existing personnel. All additional training must be conducted exclusively by a Distributor-certified Artemis Network or Master Trainer and will be subject to the Distributor’s then-current training rates.

  • The Distributor may, at its sole discretion, offer a programme to allow designated Buyer personnel to become Distributor-certified in-clinic trainers (“Internal Trainers”) for the purpose of providing internal training to the Buyer’s additional staff only. This programme will be subject to the Distributor’s then-current certification rates.

8. Notification of Sale to a Third Party

If the Buyer sells the Equipment, it must notify the Distributor within 10 business days, providing the new owner’s contact details.

9. Disclaimer of Warranties

  • The Distributor disclaims all liability and warranties concerning Equipment performance, unless explicitly stated in writing.

  • No warranties, express or implied, of suitability for any particular purpose are given.

  • The Buyer agrees that its selection of the Equipment is based on its own judgement, and not on any statements made by the Distributor.

  • The Distributor is not liable for special, incidental, consequential, or similar damages.

  • Manufacturer warranty responsibility lies solely with the manufacturer.

  • The Distributor acts only as a certified sales, servicing, and repair representative.

  • Warranty claims require manufacturer approval; the Distributor is not liable for lost profits, loss of use, data loss, or the cost of substitute equipment.

10. Limitation of Liability

The Distributor is not liable for incidental, indirect, special, consequential, or other damages, whether arising in contract or tort, including lost profits or Equipment damage. The Distributor’s sole obligation is limited to the express warranties in Section 6. Without limiting the foregoing, the Distributor is not liable for:

  • Lost profits from Equipment failure;

  • Damages from missed delivery dates;

  • Lost profits due to plant shutdowns or work interruptions;

  • Losses from delayed warranty fulfilment;

  • Damages from delays in assembly or installation by Distributor personnel.

The Distributor’s liability shall be capped at and limited to the total purchase price paid by the Buyer under this Agreement.

11. Technical Information

All technical data is provided by the Manufacturer and may change without notice. The Distributor is not responsible for any misinformation originating from the Manufacturer.

12. Risk of Loss and Insurance

  • Risk of loss transfers to the Buyer upon delivery to the Buyer’s location.

  • The Distributor insures the Equipment to its full value during shipment, or declares full value to the carrier.

  • The Buyer must provide and maintain insurance from the time of delivery.

  • The Buyer must inspect the Equipment upon receipt and notify the Distributor within 24 hours of any shipping damage.

  • Failure to notify within 24 hours waives related claims.

13. Government Restrictions and Insurance

  • The Buyer is responsible for understanding and complying with all government regulations governing the legal purchase and use of the Equipment.

  • The Buyer must obtain personal injury or medical malpractice insurance.

  • The Buyer must report adverse events to the Distributor and relevant authorities within 3 days, and provide a full written report within 10 days.

  • The Buyer certifies that all information in this Agreement and in the Prescription-Use-Only Device Sales Form is truthful and accurate.

  • The Buyer is liable for inconsistencies, omissions, or false information provided.

14. Important Notice

Federal and state laws (and in some instances local laws) restrict the use and possession of this Equipment to prescription medical professionals. The Buyer is solely responsible for compliance with all applicable laws.

15. Assignment

The Buyer may not transfer this Agreement without the Distributor’s prior written consent.

16. Release and Hold Harmless

The Buyer shall defend, indemnify, and hold the Distributor harmless from all claims, including attorneys’ fees and costs, arising from or relating to an allegation of damage or injury caused, in whole or in part, by:

  • The Buyer’s or its affiliates’ fault or neglect in the procurement, advertisement, supervision, and/or use of the Equipment; or

  • The Buyer’s breach of its obligations under this Agreement.

The Distributor shall not be liable for any loss of profit, revenue, business, or reputation related to the Buyer’s use or marketing of the Equipment.

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

(a) Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement or the goods or services provided hereunder (including any question regarding its existence, validity, or termination) (a “Dispute”) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.

(b) Seat and Governing Law

The seat of arbitration shall be White Plains, New York. This Agreement and any Dispute shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles.

(c) Arbitrator; Procedure

The arbitration shall be conducted before a single arbitrator experienced in commercial transactions. The arbitrator shall have the authority to award any remedies available at law or in equity on an individual basis, except as limited herein.

(d) Waiver of Jury Trial

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e) Class/Collective Action Waiver

To the fullest extent permitted by applicable law, the parties agree that any Dispute shall be brought and maintained solely on an individual basis and not in any class, collective, consolidated, or representative action. The arbitrator shall have no authority to hear or arbitrate any class, collective, or representative proceeding, nor to consolidate the claims of multiple parties.

(f) Commercial Nature; Mutuality

The parties acknowledge that this Agreement is a commercial transaction between sophisticated business entities and that the waivers and agreements in this Section are material inducements to entering into this Agreement.

(g) Severability

If any portion of this Section is held unenforceable, such portion shall be severed and the remainder enforced to the fullest extent permitted by law; provided, however, that if the Class/Collective Action Waiver in subsection (e) is found unenforceable, then the agreement to arbitrate in subsection (a) shall be null and void.

(h) Exclusive Forum Upon Invalidation

In the event that subsection (g) applies, any such Dispute shall be brought exclusively in the state or federal courts located in Westchester County, New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for such purpose.

(i) Interim Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in New York, New York, to protect its rights pending arbitration, without waiving its right to arbitrate.

18. Non-Circumvention

The Buyer may not contact the Manufacturer or any parties introduced by the Distributor without the Distributor’s prior written consent.

19. Entire Agreement

This Agreement, including all attachments and schedules, constitutes the entire understanding between the parties and supersedes all prior agreements relating to the subject matter hereof. Any modification must be in writing and signed by both parties.

20. Validity

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.