Terms Of Sale

Return Policy.

Merchandise may NOT be returned unless accompanied by a Return Request Number issued by MPS. Call (888) 894-2487 or create a Return Request at our website: https://www.medicalpurchasingsolutions.com/General/RMARequest You will need your Account Number and the Invoice number. Returned merchandise to MPS without an authorized Return Request Number will NOT be eligible for credit and will NOT be returned to sender. Buyer must report claims to Seller promptly as designated by Seller’s Policies hereafter.

Price. Pricing for goods or services on the invoice are subject to change by Seller without notice. Pricing based on Seller’s acquisition cost may be adjusted due to changes in Seller’s supplier relationships that adversely affect its operating margins. Buyer will pay all taxes and other charges imposed by federal, state, local or foreign governments on manufacture, sale, shipment, import, export or use of Goods, other than Seller’s income taxes.

Order and Delivery. Buyer assumes all risk of loss after delivery of Goods and must report errors, damaged or lost Goods according to the terms as set above; RMA, Return Merchandise Authorization.

Force Majeure. Seller is not liable for delays or other failures due to causes beyond its control, including acts of Buyer, labor disputes, fire, terrorism or other casualty, acts of God, delays or shortages of transportation, products, materials, labor or fuel from Seller’s usual sources at customary prices, loss of facilities, network or utility disruptions, or voluntary foregoing a right in order to comply with or accommodate government orders, requests or laws, (“Force Majeure”). During any Force Majeure period, seller may without further liability or obligation to buyer (a) postpone performance; (b) reduce or eliminate Goods; (c) allocate available goods among its customers as Seller determines; (d) if Force Majeure affects Seller’s costs of operations, add to the cost of Goods its increased fuel costs, including taxes, and other costs associated with handling Goods and operations, so long as Force Majeure affects its costs. Partial cancellation will not affect Buyer’s duty to pay for partial performance.

Warranty and Remedy. Unless otherwise expressly stated on this invoice, Seller is not the manufacture of Goods. SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, FOR GOODS OR SERVICES. Seller’s only obligation, and Buyer’s only remedy for breach of any warranty will be for Seller, at its option, to reperform service, repair or replace any defective Goods at Seller’s distribution center (Buyer paying shipping) or refund the price paid to the extent of any claim. The foregoing supersedes all oral warranties and representations, and written warranties and representations that are not expressly designated in writing as seller’s “Warranty”, including those made or implies in any manual, literature, advertising or other materials.

Limitations. Seller’s liability for claims, including negligence, will not exceed the price of specific Goods that give rise to a claim. Seller disclaims all liability related to goods Drop-Shipped from suppliers to Buyer, even if it provides invoicing services. IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES IN CONNECTION WITH OR RELATED TO GOODS, HARDWARE, SOFTWARE, INCLUDING ORDERING ON-LINE, OR SERVICES.

Indemnification and Waiver. Buyer will defend, indemnify, and hold harmless Seller, its officer, directors, owners, representatives, and affiliates (“Seller Parties”) from any loss or claim against Seller Parties with respect to Goods arising in whole or in part out of (a) failure of Buyer, its agents, employees or customers (Buyer Parties) to follow specifications, warnings or recommendations; (b) failure of Buyer Parties to comply with applicable legal requirements, including licensing; (c) failure to comply with “own use” or other supplier requirements or misuse of Goods by Buyer Parties; (d) misrepresentation by Buyer parties; (e) negligence of any Buyer Party; (f) Tax liabilities; or (g) alleged infringement of any patent, trademark or copyright as a result of performance pursuant to Buyers Parties’ specifications. Each Buyer party hereby waives and releases Seller parties from all rights of contribution or indemnity to which it is otherwise entitled.

Buyer’s Cancellation. Buyer may only cancel goods by written notice to Seller and paying reasonable cancellation charges including (a) the price of goods; (b) all costs previously incurred in connection with sale and delivery of Goods; (c) a reasonable profit; and (d) Seller’s expense incurred due to such cancellation.

Advice and Assistance. Upon request, Seller may in its discretion furnish to Buyer technical advice or assistance regarding Goods as an accommodation. Seller assumes no obligation or liability for such advice or assistance given or results obtained, which are at Buyer’s sole risk.

Seller’s Proprietary Rights. All drawings, software programs, inventions or improvements made by or for Seller in connection with Goods are Seller’s property and Buyer may not reproduce or transfer them. Buyer may not use or disclose Seller’s trade secrets or confidential information., whether or not designated as such, except as required in connection with use of Goods. Buyer may not disclose any pricing or other terms to Seller’s competitors or use them in negotiations in order to reach an agreement with another party.

Security Agreement, Credit and Collection. To secure payment for Goods or otherwise, Seller hereby contains a security interest in Goods delivered and this Invoice will be a security agreement under the Uniform Commercial Code. Buyer authorizes Seller as its attorney to execute and file on Buyer’s behalf all documents Seller deems necessary to perfect such security interest. Payment must be received in Seller’s account during normal business hours on the date due and is not subject to reduction, set-off or counterclaim. Pricing reflects a prompt payment discount. If payment is not received by the due date, seller will invoice Buyer such unearned discount by recalculating price (at Seller’s Invoice price + 2%) as of the due date. Thereafter, if payment is late, Seller may withhold any payments to Buyer and assess a per-day late payment fee of the lower of 0.05% (18%/360) or the maximum rate permitted by law on the outstanding balance until paid, beginning on the first business day after such due date. Additionally, Seller may adjust future pricing to reflect Buyer’s payment history. Seller is relying on Buyer’s representation of solvency and if Seller at any time reasonably believes that Buyer is insolvent or its credit is impaired, Seller may without liability to Buyer withhold performance, change payment terms, require full or partial payment in advance, repossess Goods previously delivered or take other permitted actions, each of which is an additionally remedy and does not relieve Buyer’s obligation to make prompt payment. If Buyer’s payment is late, Buyer will pay Seller’s collection costs and attorney’s fees, including those to enforce its rights in a bankruptcy proceeding.

Generic Substitutions. Seller may substitute generically equivalent Goods from a different manufacturer without prior notice. BUYER IS SOLELY RESPONSIBLE FOR VERIFYING ACCURACY AND SUITABILITY OF GENERIC SUBSTITUTIONS.

Allowances and Discounts. This Invoice may not reflect all pending allowances and discounts for Goods. Buyer must comply with all laws and accurately report and reflect allowances to federal, state and private payers and retain this Invoice and related documentation and make them available to federal, state and private payer representatives.

Equal Opportunity. Seller may not discriminate against any employee or applicant because of race, creed, color, national origin, religion, gender, sexual preference, veteran status, handicap or any other ground prohibited by law and will meet affirmative obligations imposed by law.

Miscellaneous. Terms of this Invoice and Seller’s other standard terms supplement but do not change any formal written agreement; together, they are the entire agreement between Buyer and Seller for Goods. No modification will bind Seller unless in a formal written agreement, signed by Seller’s authorized officer. Seller expressly rejects different additional terms in Buyer’s order and Buyer must accept these exact terms. Accepting Goods and Payment will be deemed acceptance of such terms. No waiver by Seller of buyer’s default will waive any other default. Captions have no substantive significance. Internal Arizona law governs this Invoice. Arbitration is not acceptable to Seller. All provisions of this Invoice are severable. Words, regardless of number and gender used, include any other number or gender the context requires. “And” includes “or”. “Or” is disjunctive but not necessarily exclusive. “Including” means “including but not limited to”.