1. PURCHASE AND SUPPLY.
The Buyer shall buy from the Supplier the Products listed in invoice .
2. INSPECTION, ACCEPTANCE AND RETURN POLICY.
The Buyer shall inspect each delivery of Products received from the Supplier, and notify the Supplier of any defects within 30 days after the delivery time. If the Buyer fails to notify the Supplier of any defects or inaccuracies within this period, the shipment of Products will be deemed accepted. The Buyer shall allow the Supplier to inspect any Products alleged defective at the Buyer’s business site.
At the request of the Supplier, the Buyer shall ship to the Supplier, at the Supplier’s cost, any Products that the Buyer believes are defective or inaccurate. The Supplier shall replace all defective or incorrect Products rejected by the Buyer or, at the Supplier’s option, reimburse the Buyer for the full purchase price of those Products, including any related shipping costs and taxes. Unless the Buyer Opens the product and uses it on a patient or in the manner it is intended. The Supplier will have to give approval prior to returning the item.
3. WARRANTY AND LIMITATION OF REMEDIES; DISCLAIMER.
(a) The Supplier warrants that the Products supplied shall be free from defects in material and manufacture and conform to specifications set forth at the time of shipment. If any Product fails to conform to these specifications or any defect in material or manufacture appears within 1 month from the date of shipment, the Supplier’s entire liability, and the Buyer’s exclusive remedy, shall be, at the Buyer’s option, either to repair or replace that defective Product within a reasonable time after written notification and return of the defective Product after the repair or replacement to the Buyer.
(b) THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
THE MANUFACTURE, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT.
4. DELIVERY OF PRODUCTS / SHIPPING.
The Supplier shall deliver the Products to a location designated by the Buyer (the ” Delivery Point “). The Supplier assumes responsibility for the Products, and all risk of damage, loss, or delay of the Products, until the Products are delivered at the Delivery Point. Once the Products are at the Delivery Point, The Buyer assumes all responsibility for and risk of damage to those Products. All products are subject to availability and will be sent to Buyer within 30 days of the order being requested by the Buyer.
The Supplier shall supply the Products to the Buyer at the prices specified in the price list in the Invoice. The price of each Product includes packaging costs, all applicable taxes, customs duties, export duties, or similar tariffs or fees that the Supplier may be required to pay or collect in connection with the performance of its obligations under, or in furtherance of, this agreement. The Buyer will not be charged for insurance or storage of the Products.
6. PAYMENT TERMS.
The Supplier shall send invoices to the Buyer, and the Buyer shall remit payments to the Supplier, at the addresses listed in this agreement. The Buyer shall remit those payments within 1 days of its receipt of the Supplier’s invoice. The products will be sent to the Buyer after payment is completed Title in and to the Products shall pass from the Supplier to the Buyer on the Buyer’s payment to the Supplier of all fees relating to those Products.
7. DEFAULT AND REMEDIES.
If either party terminates this agreement because of the other party’s default, the nonbreaching party, in addition to all rights it has under this agreement, shall have the right to exercise all remedies available at law or in equity. All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination will be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for the Products required under this agreement will not affect or terminate the rights and obligations of the parties that have accrued under this agreement before or after that default.
8. GOVERNING LAW.
(a) Choice of Law. The laws of the state of California govern this note (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Sacramento, California.
(c) Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
10. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of
Which is an original but all of which constitute one and the same instrument.
(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed by the Buyer when Product is purchased on the online store from the Supplier. These signatures must be treated in all respects as having the same force and effect as original signatures.