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The following are the terms and conditions for the goods and services of your purchase order with Medintent medical supply and equipment, a third-party online store.
1.This Order is expressly conditioned upon Buyers acceptance of these Terms. Shipment of goods or performance of work ordered, in whole or in part, shall be deemed an acceptance of this Order and all of the Terms contained herein.
This Order incorporates by reference all terms of the Uniform Commercial Code and New York Uniform Commercial Code providing any protection for Seller.
2. No agreement or understanding to modify this Order shall be binding on Seller unless in writing and signed by Seller's officer or authorize representative.
3. The contract resulting from this Order and its acceptance shall be governed by the laws of the State of California.
4.These Terms comprise the entire agreement between the parties, and supersede all prior contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both writtent and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
5. Goods means the goods, products and materials, manufactured, imported, supplied and/or delivered for or by Seller to Buyer. Seller shall deliver the goods and/or perform the services as specified in the applicable Order.
6. Buyer shall inspect the Goods within 48 hours of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing (via email) of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. Buyer shall hold such goods pending Seller's inspection. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
7. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, accept return of such Nonconforming Goods subject to Seller's current return policy.
8. Buyer shall purchase the Goods from Seller at the price(s), the "Price(s) set forth on Seller's website at www.medintentsupply.com, as of the date and time that the Seller accepts Buyer's purchase order.
9. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.
10. Buyer shall pay all invoiced amounts due to Seller within assigned invoice terms. Buyer shall make all payments hereunder by debit, credit or card or other accepted payment methods in US dollars.
11. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 10 days following written notice thereof.
12. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.
13. Limited Warranty. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
14. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
15. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
16. Compliance with Law.
(a) Buyer shall comply with all applicable laws, regulations and ordinances, including export and import laws, of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments, and any shipments of Goods requiring any government import clearance.
(b) Buyer is solely responsible for providing all warnings, notices or disclaimers required by federal, state and local laws, ordinances, rules, and regulations including but not limited to California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65) to the end-user or other purchaser of the Goods. If Buyer resells the Goods to another entity or individual for distribution or resale, Buyer is solely responsible for providing all warnings, notices or disclaimers required by federal, state and local laws, ordinances, rules, and regulations including but not limited to California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65), to such entity or individual prior to sale. Seller is not liable for any failure by Buyer to convey any warnings, notice or disclaimers related to any Goods purchased from Seller.
(c) Buyer shall defend, indemnify, and hold harmless Seller, together with any and all of Seller's employees, officers, directors and board from and against any and all claims, losses, liabilities, damages, penalties, fines, assessments and expenses (including reasonable attorney fees and costs) of any kind whatsoever for any action and/or claim brought against Seller arising from or concerning Buyer's failure to provide all warnings, notices or disclaimers required by federal, state and local laws, ordinances, rules, and regulations including but not limited to California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65).
17. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
18. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
19. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.To be eligible for a return, your item must be in the same condition that you received it, unworn or unused, with tags, and in its original packaging. You’ll also need the receipt or proof of purchase.