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Customer Terms and Conditions

Purchase Order Terms and Conditions

Effective as of April 9, 2024

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1. Terms and Conditions of Sale To End UsersThese Purchase Order Terms and Conditions ("Terms") govern the sale by iMed Biomedical ("iMed") of products and/or services ("Products") to you, the buyer ("Buyer"). These Terms form a binding contract between you and iMed.

2. Acceptance

By placing an order for Products, you agree to be bound by these Terms. These Terms supersede any different or additional terms proposed by you in a purchase order or other communication.

3. Limited Resale Restriction

You may not resell, distribute, or transfer the Products without iMed's prior written consent, except for individual sales to patients during healthcare services.

4. Pricing and Taxes

  • Prices exclude all taxes (except iMed's income taxes) and government fees.

  • You are responsible for paying all applicable taxes and fees.

  • You are responsible for maintaining current tax exemption certificates and providing copies to iMed upon request.

5. Shipping and Delivery

  • Products are shipped CPT Buyer's facility (Incoterms 2000) with freight collect if applicable.

  • Title and risk of loss pass to you upon iMed's placement of the Products with the carrier.

  • You can choose your preferred shipping method.

  • Standard insurance is offered, but you can decline it or increase the value.

6. Order Process

  • All purchase orders must include the following information:

    • Buyer Name and Contact Information

    • Bill To and Delivery Addresses

    • Purchase Order Number or Product Reorder Number

    • Desired Delivery Date

    • Shipping Preference

    • Itemized Order Details (including quantity, unit price, and total price)

    • Contact Name for Order Inquiries

  • Orders can be placed by mail, phone, or email. Contact information for each method is provided.

7. Payment Terms

  • Full payment is due within 30 days of the shipment date unless otherwise specified by iMed.

  • Late payments will accrue interest at a rate of up to 1.5% per month (or the highest legal rate).

  • You are also responsible for all collection costs and attorney fees associated with late payments.

  • iMed may suspend or cancel deliveries for unpaid invoices or require assurances of future payment.

8. Cancellations and Returns

  • Orders can only be cancelled or changed with iMed's prior written consent.

  • Returned Products require prior authorization from iMed's returns department and a valid Return Authorization Number.

  • Returned Products must be shipped freight prepaid to the address provided by iMed.

  • Unauthorized returns will be returned to you at your expense.

  • Hardware items have a 90-day return window, while other Products may have different policies (refer to your contract).

9. Warranty

  • iMed warrants that the Products will be free from defects in materials and workmanship under normal use for the period specified in the user manual or other accompanying documents.

  • iMed will, at its discretion, repair or replace any defective Products.

  • This warranty is only valid if:

    • The Product is used in accordance with its labeling and instructions.

    • You notify iMed of the defect within one year of delivery and 30 days of discovery.

  • EXCEPT FOR THIS EXPRESS WARRANTY AND IMED'S STATUTORY WARRANTY OF GOOD TITLE, IMED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

  • IN NO EVENT SHALL IMED BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PRODUCTS, EVEN IF IMED IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • THIS INCLUDES LOST PROFITS, REVENUE, SAVINGS, USE OF PRODUCTS, REPUTATIONAL DAMAGE, DOWNTIME, AND THIRD-PARTY CLAIMS.

11. Force Majeure

iMed will not be liable for delays or non-delivery due to events beyond its control, such as acts of God, natural disasters, or labor strikes.

12. Discounts and Rebates

  • Discounts and rebates offered by iMed comply with applicable laws.

  • You are responsible for accurately recording and potentially reporting these reductions to government agencies and payers.

13. Prescription Requirements

  • You are responsible for maintaining all required licenses for purchasing prescription products and providing copies to iMed upon request.

14. Compliance with Laws

  • You agree to comply with all applicable laws and regulations and indemnify iMed for any non-compliance.

15. Assignment

You may not assign your rights or obligations under these Terms without iMed's prior written consent.

16. Modification and Termination

  • iMed may modify these Terms at any time.

  • The revised Terms will be posted on iMed's website and will apply to all future purchases.

  • iMed reserves the right to modify or discontinue any of its Products at any time.

17. Third-Party Beneficiaries

These Terms apply only to you and iMed. No other person or entity has any rights under these Terms.

18. Code of Corporate Responsibility

iMed is committed to ethical and lawful business practices. We maintain a Code of Corporate Responsibility and Business Ethics and have mechanisms for reporting unethical or unlawful conduct. We expect you to conduct your business ethically and lawfully as well. If you believe iMed or any of its representatives has acted unethically or unlawfully under these Terms, please report it to us.

19. Governing Law and Jurisdiction

  • These Terms and any disputes arising from them will be governed by the laws of the state where the iMed facility designated in your purchase order is located.

  • The laws of that state will apply, excluding any conflict of law provisions and, for U.S. states, the U.N. Convention on Contracts for the International Sale of Goods.

  • Any legal action or proceeding arising from these Terms will be brought exclusively in a state, federal, or comparable court located in that jurisdiction.

  • However, iMed may bring an action in another jurisdiction to acquire jurisdiction over a third party so that all disputes relating to the Terms can be resolved in a single action.

  • You agree to appear in any such action and waive any objections to the court's jurisdiction or venue.

  • You and iMed also waive your right to a jury trial for any disputes arising from these Terms.

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