Effective Date: 08/10/26
These Terms and Conditions of Sale (“Terms”) govern the sale of products by Cargility, Inc. (“Cargility,” “we,” “us,” or “our”) to the purchaser identified in the applicable order, invoice, or online checkout (“Purchaser,” “you,” or “your”). By placing an order for, accepting delivery of, or paying for any Cargility product(s), Purchaser agrees to be bound by these Terms. Any contrary or additional terms in Purchaser’s purchase order or other communications are rejected and shall be of no force or effect unless expressly agreed to in a writing signed by an authorized representative of Cargility. These Terms constitute the final and entire agreement between the parties with respect to the sale of Cargility products.
1. Definitions; Scope of Products Sold
“Products” means Cargility’s mobility-aid door-to-floor handrail system and associated accessories, components, replacement parts, and documentation, as identified in Cargility’s quotations, order acknowledgments, invoices, or website listings. Products are intended solely to assist with vehicle ingress and egress by providing a handhold and stabilizing interface during transfer, and are to be used only as instructed and only with compatible vehicles and surfaces. Purchaser acknowledges the published weight-capacity limit of [WEIGHT LIMIT] and agrees to use the Products only within specified vehicle-compatibility criteria and environmental conditions (including slope, surface, moisture, and temperature ranges) set forth in the current Instructions for Use.
2. Offer and Acceptance; Entire Agreement; Changes
Cargility’s quotation, order confirmation, or invoice is an offer to sell Products subject exclusively to these Terms, and Purchaser’s acceptance is expressly limited to these Terms. No modification, waiver, or amendment shall be binding unless in a written instrument executed by an authorized Cargility representative. In the event of conflict between these Terms and any other document, these Terms control.
3. Pricing; Taxes; Payment
Prices are as stated in Cargility’s applicable quotation, order confirmation, invoice, or website at the time of order, exclusive of taxes, duties, and shipping. Purchaser is responsible for all sales, use, VAT, GST, import, or similar taxes (other than taxes based on Cargility’s net income). Unless otherwise stated in writing, payment is due at time of sale. Cargility may suspend or cancel shipments for failure to pay or if it has reasonable concerns regarding Purchaser’s creditworthiness.
4. Shipment; Delivery; Title and Risk of Loss
Unless otherwise agreed in writing, shipments are FCA 3027 Miller Rd, Ann Arbor, MI 48103, USA, In co-terms 2020. Title and risk of loss or damage to the Products pass to Purchaser upon Cargility’s shipment of the Products. Delivery dates are estimates only; Cargility is not liable for delays or failure to deliver due to causes beyond its reasonable control, including labor disputes, shortages, carrier delays, power or facility interruptions, acts of God, governmental actions, or other force majeure events. Purchaser shall make all claims for loss, damage, or non-delivery directly against the carrier.
5. Inspection; Acceptance; Nonconformity
Purchaser shall inspect the Products within five (5) days after receipt and notify Cargility in writing of any nonconformity (other than transit loss/damage, which must be asserted against the carrier) within ten (10) business days after such inspection. Failure to timely notify Cargility constitutes unqualified acceptance and waiver of claims for shortages, incorrect items, or other apparent nonconformities.
6. Cancellations; Returns; Restocking
Orders may not be cancelled or rescheduled without Cargility’s prior written consent. Subject to Cargility’s return authorization and return instructions, standard, unopened Products in resalable condition may be returned within 15 days of delivery, subject to a 10% restocking fee; within 16–30 days of delivery, returns may be accepted subject to a 20% restocking fee. No returns after 30 days. Original shipping charges are nonrefundable, and return shipping is Purchaser’s responsibility. Custom or specially configured Products are non-cancellable and non-returnable. All returns require a return authorization number.
7. Intended Use; Safety; Compatibility; Training
Products are engineered as a mobility aid to support hand-assisted stability during entry to or exit from a stationary passenger vehicle and must be used only as directed in Cargility’s current Instructions for Use. Products are not universally compatible with all vehicles or all striker configurations and are not guaranteed to fit all types of vehicles. Use is prohibited where compatibility cannot be confirmed or where any locking or stability indicator is not achieved.
Purchaser is solely responsible for ensuring vehicle compatibility, including conducting a pre-use fit check as described in the current Instructions for Use and confirming secure attachment, tactile locking engagement, and stable ground contact on the intended surface. Use on surfaces outside published environmental parameters is prohibited, including: slopes exceeding [X] degrees; surfaces with ice, compacted snow, standing water, loose gravel, or unstable substrate; high-wind conditions affecting user balance; and temperatures that may affect material performance. Purchaser agrees to discontinue use immediately upon any loss of stability or incomplete locking.
Without Cargility’s written authorization, Products are not for: (a) use while any vehicle is moving; (b) use as a lifting device, body-weight suspension, or fall-arrest system; (c) emergency-vehicle or life-support applications; (d) use on surfaces beyond specified limits; or (e) vehicles outside the compatibility list or with mounting points that do not meet published parameters. Before each use, users and/or caregivers must confirm correct positioning and secure lock engagement per the Instructions for Use (including any audible/tactile “lock” indicator) and visually inspect for damage, loosened fasteners, or instability. Discontinue use immediately if any issue is observed. For organizational or institutional Purchasers, Purchaser shall ensure all relevant users and personnel are trained in accordance with Cargility’s instructions and that the Products are used only for their intended purpose.
8. Purchaser Responsibilities; Misuse, Alteration, and Maintenance
Purchaser shall not modify, alter, disassemble, or misuse the Products, and shall not remove or obscure any warnings, labels, or instructions. Purchaser is responsible for routine inspection before use and proper assembly/installation per instructions, including torque checks/fastener inspections and replacement of worn components; use beyond service life or with missing/damaged parts is prohibited. Purchaser shall discontinue use if damage, instability, or abnormal conditions are observed. Cargility is not responsible for harm arising from misuse, improper installation, unauthorized modification, use outside stated parameters, or post-sale alteration not reasonably foreseeable by Cargility.
9. Limited Warranty; Remedies
9.1 Limited Warranty. Cargility warrants to the original Purchaser that the Products will be free from defects in materials and workmanship under normal intended use for a period of one (1) year from the date of delivery. This warranty does not cover normal wear and tear; cosmetic issues not affecting functionality; consumables; damage caused by misuse, improper installation, negligence, accident, unauthorized modification or repair, use beyond stated weight, vehicle, or environmental limits, or failure to follow instructions and warnings. Warranty is limited to the original Purchaser and is non-transferable.
9.2 Warranty Process. To obtain warranty service, Purchaser must notify Cargility within the warranty period, provide proof of purchase, and follow Cargility’s return authorization process. Cargility may require photos, diagnostic information, or return of the Product or part. Cargility’s sole obligation and Purchaser’s exclusive remedy shall be, at Cargility’s option, repair or replacement of the defective Product or component, or refund of the purchase price upon return. Replacement parts may be new or refurbished and are warranted for the remainder of the original warranty period.
9.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH ABOVE, CARGILITY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY STATEMENTS OR DESCRIPTIONS NOT EXPRESSLY CONTAINED IN THESE TERMS SHALL NOT BE DEEMED WARRANTIES OR REPRESENTATIONS.
9.4 Exclusions. No warranty applies to Products that have been altered after delivery (except as authorized by Cargility), integrated with non-Cargility components contrary to instructions, or used with incompatible vehicles or under environmental conditions outside Cargility’s specifications.
10. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CARGILITY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR RELATING TO THE PRODUCTS OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARGILITY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE PRODUCTS OR THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY PURCHASER FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
11. Indemnification
Purchaser shall defend, indemnify, and hold harmless Cargility and its officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) against Cargility arising out of or related to: (a) Purchaser’s installation, use, operation, or maintenance of the Products contrary to instructions or warnings; (b) Purchaser’s alteration, misapplication, or misuse of the Products; (c) Purchaser’s failure to train end users or caregivers; or (d) bodily injury, death, or property damage caused by Purchaser’s acts or omissions. This section does not limit Purchaser’s remedies for valid warranty claims under Section 9.
12. Marketing and Representations
Purchaser shall not make claims or representations about the Products that are inconsistent with, or more expansive than, Cargility’s published specifications, instructions, or written approvals. Any Purchaser-authored descriptions or claims must be factually consistent with Cargility’s current specifications and Instructions for Use; Purchaser shall promptly remove or correct statements upon written notice from Cargility. Purchaser acknowledges that puffery or aspirational statements do not create express warranties, and that express warranties are formed only by Cargility’s specific factual statements incorporated into the basis of the bargain.
13. Compliance with Laws; Institutional Use
Purchaser is solely responsible for compliance with all applicable laws, regulations, and industry standards related to the selection, installation, and use of the Products in Purchaser’s facilities or vehicles, including training of personnel and implementation of reasonable safety policies. For institutional purchasers (e.g., medical transport, care facilities), Purchaser shall implement training and supervision to ensure proper use as instructed, shall certify that personnel have been trained per the current Instructions for Use, and shall maintain reasonable training records for three (3) years, making such records available to Cargility upon reasonable request related to safety or a field action.
14. Product Changes; Documentation Updates
Cargility may make improvements or changes to Products without prior notice, provided such changes do not materially degrade functionality for the intended use. Cargility may revise instructions, warnings, and specifications from time to time and will make updated documentation available. Purchaser shall ensure that the most current instructions and warnings are distributed to users and caregivers. The current Instructions for Use, warnings, and specifications posted at www.cargility.com/how-it-works and provided with the Product are incorporated by reference and govern safe use; in case of updates, Purchaser will distribute the most current version to users/caregivers.
15. Recalls; Field Actions; Post-Sale Warnings
If Cargility determines in its discretion that a field action, safety notice, or recall is advisable, Purchaser shall reasonably cooperate, including assisting with user notification and Product retrieval where applicable. Purchaser shall notify Cargility within 48 hours of any incident, complaint, or adverse event involving suspected Product malfunction, instability, injury, or property damage, and shall provide available evidence (including photos, serial/lot numbers, date/location, vehicle make/model, and environmental conditions). Purchaser shall not remove or obscure labels, serial/lot numbers, or safety notices.
16. Force Majeure
Cargility shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including those related to materials, transportation, labor, utility services, acts of God, governmental actions, or other force majeure events; performance shall be excused for the duration of the event and for a reasonable time thereafter.
17. Confidentiality; Intellectual Property
Cargility retains all right, title, and interest in and to its intellectual property, including designs, drawings, specifications, documentation, and trademarks. No license is granted except as necessary to use the Products in accordance with these Terms. Purchaser shall not reverse engineer, disassemble, or create derivative works of the Products, nor remove or alter any proprietary notices.
18. Severability; No Waiver
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.
19. Governing Law; Venue; Dispute Resolution
These Terms and any dispute arising out of or relating to the Products shall be governed by the laws of the State of Michigan, without regard to conflicts-of-law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], Michigan. At Cargility’s option, any dispute may instead be resolved by binding arbitration, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives the right to a jury trial to the extent permitted by law. To the fullest extent permitted by law, claims must be brought in the parties’ individual capacities and not as a plaintiff or class member in any purported class or representative proceeding. If Cargility elects arbitration, the arbitrator shall have authority to enforce this waiver.
20. Notices
All notices shall be in writing and deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses stated on the applicable order or as otherwise designated in writing.
21. Export; Use Restrictions
Products are designed, labeled, and intended for use within the United States under U.S. standards. Use outside the U.S., or use to satisfy non-U.S. regulatory or safety requirements, is not authorized unless expressly agreed by Cargility in writing. Purchaser assumes all responsibility for non-U.S. compliance and agrees to indemnify Cargility for claims arising from non-U.S. use.
22. Additional Safety Terms and Acknowledgements
By purchasing and using the Products, Purchaser acknowledges and agrees that: (a) proper use requires reading and following all safety warnings and instructions prior to use; (b) the Product must be properly positioned and locked per instructions before applying weight; (c) the Products are not medical devices and do not diagnose, treat, cure, or prevent any disease; (d) the Product is not a substitute for medical advice, professional judgment, or independent stabilization aids; (e) vehicle type, surface conditions, user weight distribution, and caregiver technique materially affect stability; (f) the published weight-capacity limit of [WEIGHT LIMIT], vehicle-compatibility criteria, and environmental conditions (including slope, surface, moisture, and temperature ranges) in the current Instructions for Use govern safe operation; and (g) use should be discontinued immediately if instability, unusual noise, incomplete locking, damage, or unsafe conditions are observed.
Purchaser understands and accepts that vehicle transfers inherently involve risks of imbalance and fall, and that safe outcomes depend on user condition, environment, and technique. Purchaser assumes those inherent risks to the extent not caused by a defect in the Product.
23. Resale; Flow-Down Obligations
Any resale, donation, or transfer is expressly conditioned on: (a) providing the then-current Instructions for Use and safety labels to the downstream recipient; (b) requiring the downstream recipient to accept these Terms prior to use; and (c) Purchaser’s removal of any prior markings inconsistent with Cargility’s current specifications. Used Products must be re-inspected by Cargility before any further use; Cargility disclaims all warranties for Products resold or transferred without such re-inspection.
24. Entire Agreement
These Terms, together with Cargility’s order confirmation or invoice and any Cargility-issued warranty statements accompanying the Product, constitute the entire agreement between the parties with respect to the sale of the Products and supersede all prior or contemporaneous understandings and communications regarding such sale. No oral statements or prior written materials not expressly incorporated herein shall be binding.
25. Contact
Cargility, Inc. 3027 Miller Rd, Ann Arbor, MI 48103
info@cargility.com
