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</div>
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</div>
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<div class="container py-5">
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- <div class="row">
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- <div class="col-lg-12">
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- //content here
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+ <div class="row justify-content-center">
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+ <div class="col-lg-112">
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+ <p>These Terms and Conditions of Sale (“Terms”) apply to the sale by MDE Medical LLC (“Company”) to the buyer (“Buyer”) of medical and surgical products and services (“Product” or “Products”), notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from Buyer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Company unless and until Company expressly confirms acceptance in writing.</p>
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+ <p>Company reserves the right to further modify these Terms from time to time (the “Modified Terms”) either upon written notification to Buyer by U.S. Mail, electronic mail or by posting any changes on the Company website (www.endothera.com) (the “Company Website”), with the most current Terms on the Company Website and the Effective Date of these Terms to be at the time Buyer thereafter places a Purchase Order.</p>
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+ <p>BY ACCESSING OR USING ANY PART OF THE WEBSITE OR PLACING ANY PURCHASE ORDERS, BUYER AGREES THAT BUYER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND ANY MODIFIED TERMS, INCLUDING THE DISPUTE RESOLUTION PROCEDURES. IF BUYER DOES NOT AGREE TO BE SO BOUND, BUYER SHOULD NOT ACCESS OR USE THE WEBSITE OR PLACE ANY PURCHASE ORDERS.</p>
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+ <h5>PRODUCT</h5>
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+ <p>Company is a distributor of Products and not a designer, developer or a manufacturer. Company tries to be as accurate as possible with the information present on Company Website and other marketing materials. Company will make reasonable efforts to accurately display the attributes of the products Company sells. Company does not warrant that product descriptions or other content is accurate, complete, or error free. Company Website, and all other information, content, and other material made available for any Product through Company on an “AS IS” and “AS AVAILABLE” basis. Company further reserves the right to discontinue, without prior notice, any of its Products and/or replacement parts therefore.</p>
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+ <h5>PRICING</h5>
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+ <p>Company may change the prices of its Products at any time and without prior notice unless otherwise agreed in writing by Company to expressly provide prior notice to Buyer. Company will make reasonable efforts to provide advance notice when possible. Company's prices and rates exclude taxes, duties, and are without discount unless or otherwise agreed in writing by Company. Company cannot confirm the availability or price of a Product until Buyer places an order. Despite Company’s best efforts, sometimes a Product in Company’s catalog may not be available, the offer may have been misstated, or an item may be mispriced. For any of these reasons, Company may cancel your order or Company may contact Buyer for instructions on the order.</p>
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+ <h5>PAYMENT TERMS</h5>
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+ <p>Buyer must pay for all Products in accordance with the payment terms set forth on Company’s invoice or order confirmation unless otherwise agreed in writing by Company. The date of receipt of payment by Company shall determine whether this deadline has been met. Any overdue payments shall bear interest at a rate equal to the lesser of: (i) 1.5% per month (18% A.P.R.), or (ii) the maximum amount permitted by law, assessed from the day payment was initially due. In the event Buyer fails to make a payment when due, Buyer shall pay all reasonable costs of collection, including reasonable attorneys’ fees. Buyer agrees to pay a $25.00 service charge on any returned check. Company reserves the right to institute a fee to be paid by Buyer for using a credit or debit card to pay for the Product. In the event that Company does start to charge Buyer a fee for paying for product by credit or debit card Company will notify Buyer in advance, within a reasonable period of time, of said charges. If a payment is not made in accordance with the applicable payment terms, Company may suspend all further deliveries, or require full or partial payment in cash, in advance, on new orders. All prompt pay discounts must be taken at the time of payment of the invoice, with no backdating allowed. Credit card payments will not apply to or be eligible for prompt pay discounts. Unless specifically directed to the contrary, all payments will be applied to the oldest unpaid invoice first.</p>
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+ <h5>DELIVERY</h5>
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+ <p>The Products will be shipped “F.O.B. shipping point,”. Company has the right to determine the carrier, method and routing of shipment. Time for delivery is not of the essence. All shipping damage claims must be made directly to the carrier. The applicable freight and handling terms for each order shall be posted on the order form.</p>
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+ <p>The Shipping and Delivery rates mentioned on the order form or published elsewhere on Company documents and website are minimum shipping rates for that shipping method and carrier. Actual Shipping costs vary depending on a variety of factors, from package measurements, shipment type, weight, location, and more. Once these variables are calculated, Company will put a price on your shipment. Some shipping carriers do not deliver to PO Box/APO addresses. Also, carrier service restrictions apply. Company does not provide or commit Saturday or Sunday Delivery. All orders placed after 1pm EST will be processed the next business day.</p>
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+ <p>Company reserves the right to make delivery in installments.</p>
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+ <h5>INSPECTION AND ACCEPTANCE</h5>
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+ <p>Buyer will inspect the Products promptly upon receipt for non-conformity for quality, quantity, and damages. Buyer should give a notice to Company for any non-conformity related matter no later than 7 (Seven) business days following its date of delivery. If Buyer has not given notice within such time period, Products shall be deemed accepted by Buyer at the end of the Seventh (7th) business day. Use of the Products, or failure to reject for non-conformity within 7 days of receipt, will not constitute a breach of Buyer’s entire purchase order, and any subset of Products on a purchase order Buyer does not dispute will be paid for in accordance with these Terms.</p>
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+ <h5>CANCELLATIONS AND RETURNS</h5>
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+ <p>Cancellations or changes to orders by Buyer require Company’s prior written consent. Only products originally purchased from Company or from an authorized supplier (drop-ship) will be considered for return to Company. Products have a return period of up to (30) days from the date of purchase. For a return to be processed, Buyer must request a Return Material Authorization (“RMA”). Any return must be in the original packaging and in unused condition except if approved for failure analysis/warranty evaluation by a Company via RMA. All Approved Returns must be shipped at Buyer’s cost. Product returns which are not Approved Returns, not prepaid, or not otherwise consistent with the Company’s Return Policy will not be accepted by Company.</p>
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+ <h5>WARRANTY</h5>
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+ <p>ANY WARRANTY ON ANY PRODUCT SOLD THROUGH COMPANY IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. PROVISIONS AND LIMITATIONS OF MANUFACTURER’S WARRANTY APPLIES. All items sold by Company are warranted solely by the manufacturer. All items requiring repair or should be sent to the manufacturer directly for service. Company is not liable if the manufacturer fails to perform warranty service. Company is not responsible for any misuse of the products by the Buyer.</p>
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+ <p>Company makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes Company’s sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, Company makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.</p>
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+ <h5>LIMITATION OF LIABILITY</h5>
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+ <p>IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, WILL EITHER PARTY BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS TERMS AND CONDITIONS OF SALE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING FOR, WITHOUT LIMITATION: DELAYED SHIPMENT, LOSS OF PROFITS, SAVINGS, OR REVENUE; DAMAGE TO REPUTATION; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; OR THE CLAIMS OF THIRD PARTIES, INCLUDING BUYER’S CUSTOMERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ATTRIBUTABLE TO BUYER'S USE OF ANY PRODUCT PURCHASED THROUGH COMPANY.</p>
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+ <h5>INDEMNITY</h5>
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+ <p>Buyer agrees to indemnify, defend and hold Company and its parent, subsidiary, or affiliated companies, shareholders, directors, officers, employees, agents, and assignees (“Affiliates”) harmless from and against any expenses incurred by or claims made against Company arising out of any negligent actions of Buyer including but not limited to the maintenance, repair or alteration of any Product, or the improper assembly or incorporation of the Product into any other device, actual or alleged breach or violation of any contract, law, rule, regulation, or by-law; libel, slander or other form of defamation; breach of any provision of these Terms; and acts, errors or omissions of Buyer or any of its agents, servants, employees, contractors, partners, shareholders, Affiliates or representatives.</p>
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+ <p>All other products sold by Company, may be the trademarks of their respective manufacturers or owners. To the fullest extent permitted by law, Buyer and Company shall defend, indemnify, and hold each other and their Affiliates harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, or similar intellectual property rights related to Products sold under this Terms.</p>
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+ <p>For purposes of this indemnification, the term “expenses or claims” shall mean and include (i) all losses, obligations, expenses, actual and consequential damages, taxes and costs reasonably incurred in preparing for, defending or settling any demand, investigation, suit, action, claim, inquiry or proceeding, whether or not a formal inquiry, proceeding or investigation had been commenced; and (ii) reasonable accountants’, legal and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. Buyer shall give Company immediate written notice of any demand, investigation, inquiry, action, suit, proceeding or claim. Company at its sole option shall have the right to defend at Buyer’s expense any such liability or claims in which either Company or Buyer or both are named as defendants, or reasonably are expected to be named, and Company shall not be obligated to mitigate losses. Company’s conduct of the defence shall not diminish Buyer’s obligation to indemnify Company hereunder. This indemnity shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms.</p>
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+ <h5>FORCE MAJEURE</h5>
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+ <p>Company shall not be liable for any damage as a result of any delay in performance or nonperformance due to any cause beyond Company’s reasonable control, including, without limitation, an act of God, act of the Buyer, delays caused by Company’s suppliers or subcontractors, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to readily obtain necessary labor, materials or manufacturing facilities.</p>
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+ <h5>CONFIDENTIALITY / NON-DISCLOSURE</h5>
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+ <p>Buyer may become familiar with trade secrets and confidential information of Company which derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use (“Confidential Information”). Buyer agrees not to disclose or utilize any Confidential Information, including without limitation, Product specifications, prices, discounts, manufacturing costs, ideas, technical data, customer lists and sales reports to which Buyer has been privy. Buyer agrees not to disclose quotes, price, discounts and rebates received from Company is solely for Buyer and is considered confidential information. Buyer should not disclose knowingly or unknowingly such information to others.</p>
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+ <h5>THIRD PARTY BENEFICIARIES</h5>
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+ <p>Nothing in these Terms is intended to benefit any person or entity other than Buyer and Company.</p>
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+ <h5>CHOICE OF LAW</h5>
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+ <p>These Terms, and any related claims or disputes, will be governed by laws of the State of Maryland, without giving effect to its principles of conflict of laws. Any claim or legal action arising under these Terms will be commenced and maintained in the state or federal court located in the State of Maryland. Company and Buyer agree to appear and consent to such jurisdiction, and waive any objections as to venue. Both Company and Buyer waive their respective right to a trial by jury in any actions relating to Products purchased under these Terms.</p>
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+ <h5>ENTIRE AGREEMENT</h5>
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+ <p>If any clause or portion of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions will remain in full force and effect.</p>
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+ </div>
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</div>
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- </div>
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</div>
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@endsection
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Peter Muturi
