These terms govern the sale of components by Emersion Medical LLC. By placing an order you accept them.
Effective date: January 1, 2026 · Last updated: January 1, 2026
Emersion Medical LLC (“Emersion,” “we,” “us”) molds and supplies plastic components. These Terms & Conditions of Sale (the “Terms”) apply to every quotation, order acknowledgment, sale, and shipment, and they take precedence over any conflicting terms in a buyer’s purchase order or other document unless we agree otherwise in a signed writing.
Our components are injection-molded plastic parts supplied in bulk and non-sterile as raw materials for further processing. They are not finished, labeled, or sterilized medical devices and are not supplied ready for clinical use. They are sold for incorporation into the buyer’s own products following the buyer’s design controls, cleaning, sterilization, inspection, and validation.
The buyer is solely responsible for determining whether a component is suitable for the buyer’s application and for the safety and performance of any finished device into which it is incorporated. This includes design qualification, biocompatibility, sterilization validation, regulatory clearance or approval, labeling, and post-market obligations. The buyer — not Emersion — is the legal manufacturer of the finished device. Information, drawings, dimensions, and material data we provide are offered in good faith for reference and do not relieve the buyer of its own verification and validation.
We make no representation that any component is fit for any particular medical, diagnostic, or life-support use. Components are not authorized for use as-supplied in any application where failure could be expected to cause injury or death unless the buyer has independently qualified and validated the component for that use and assumes full responsibility for it. Emersion provides no medical, clinical, or regulatory advice.
We warrant that, at the time of delivery, the components will conform in all material respects to the specifications we expressly agreed to in writing for the order. This warranty runs only to the original buyer and applies only to components that have been stored, handled, processed, and used properly. This is the only warranty we make.
Except for the limited warranty in Section 4, the components are provided “as is.” To the fullest extent permitted by law, Emersion disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.
For any component that fails the limited warranty, the buyer’s sole and exclusive remedy, and Emersion’s entire liability, is — at Emersion’s option — repair, replacement, or refund of the purchase price paid for the non-conforming component. The buyer must give written notice of a warranty claim within thirty (30) days of discovery and within one (1) year of delivery, and must allow Emersion to inspect the component before any return or disposition.
Returns are accepted only for components that are defective or non-conforming under Section 4, and only with a Return Material Authorization (RMA) issued by Emersion in advance. Non-defective, conforming product may not be returned. Custom, made-to-order, and special-order components are non-returnable and non-cancellable once production has begun. Authorized returns must be unused, in original packaging, and may be subject to a restocking charge. Risk of loss on returned product remains with the buyer until received and accepted by Emersion.
To the fullest extent permitted by law, Emersion will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, recall costs, business interruption, or damage to or arising from any finished device, however caused and under any theory of liability, even if advised of the possibility. Emersion’s total aggregate liability arising out of or relating to any component or order will not exceed the amount the buyer actually paid for the specific component giving rise to the claim.
The buyer will defend, indemnify, and hold harmless Emersion and its officers, employees, and suppliers from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to the buyer’s use, processing, sterilization, labeling, sale, or incorporation of the components into any product, the buyer’s finished device, or the buyer’s breach of these Terms, except to the extent finally determined to be caused by Emersion’s gross negligence or willful misconduct.
The buyer is responsible for compliance with all laws and regulations applicable to the finished device and to the buyer’s use of the components, including U.S. Food and Drug Administration requirements, quality system regulations, and applicable export-control and customs laws. Emersion components are sold for lawful commercial and industrial use only.
Quotations are valid for thirty (30) days unless stated otherwise and may be revised for changes in quantity, specification, material cost, or scope. Catalog prices are shown per unit and may be confirmed or adjusted on a quote for the buyer’s volume and requirements before an order is accepted. Orders are subject to acceptance by Emersion. Payment terms, taxes, and delivery terms are as stated on the order acknowledgment or invoice.
Unless agreed otherwise in writing, all sales are FOB Origin (Emersion’s shipping or warehouse point). Title and risk of loss pass to the buyer when the components are tendered to the carrier at that point. The buyer is responsible for freight and shipping charges and for last-mile delivery, and may select the carrier and shipping method; where the buyer asks Emersion to arrange shipment, Emersion does so on the buyer’s behalf and for the buyer’s account. A packing list and a certificate of conformance accompany each shipment. Delivery dates are estimates, and Emersion is not liable for delays or failures caused by events beyond its reasonable control, including supply shortages, labor disruptions, transportation failures, acts of government, or natural events (force majeure).
These Terms, together with the applicable quotation and order acknowledgment, are the entire agreement between the parties regarding the sale of components and supersede prior understandings. If any provision is held unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in California.
Questions about these Terms or an order: cs@emersionmed.com.