SELLER'S TERMS AND CONDITIONS
THE TERMS AND CONDITIONS STATED IN THIS INVOICE, AND PUBLISHED ON THE COMPANY WEBSITES, SHALL CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT ON THE TERMS AND CONDITIONS OF THE SALE BY SELLER OF THE PRODUCTS COVERED BY THE INVOICE (THE “PRODUCTS”) ISSUED TO THE BUYER. THESE TERMS AND CONDITIONS TAKE PRECEDENCE OVER BUYER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.
PAYMENT TERMS. Unless negotiated separately, payment terms are NET 30 days from receipt of product. Seller may invoice each shipment separately and each invoice will be considered a separate and individual contract. All late payments will be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is less.
Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants that action. Further, on delinquent accounts, Seller will not be obligated to continue performance under any agreement with Buyer.
Seller retains a security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this invoice. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer’s customers. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity.
PRICES. The prices of the Products are those specified on the front of the invoice or, if no price is specified, those in the Seller’s Price List current at the time of Seller’s acceptance of an order. Seller’s Price List is subject to change without notice. Price quotations, unless stated otherwise, will automatically expire thirty (30) calendar days from the date issued and may be canceled or amended within that period upon written notice to Buyer.
Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of duties, license fees, transportation and insurance costs, and all taxes, including federal, state and local use. Buyer agrees to pay these taxes or fees unless the sale is otherwise exempt from these taxes or fees. Buyer agrees to indemnify and hold harmless Seller from any liability for taxes or fees in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes will appear as separate items on Seller’s invoice. Prices are subject to change without notice.
SHIPMENTS; TITLE TO GOODS. 1. DOMESTIC. All domestic shipments will be made Ex Works Seller’s facility. Delivery will be deemed complete, and legal title and all risk of loss or damages to the Products will pass to Buyer, upon delivery to the carrier. 2. INTERNATIONAL. A.) All international shipments to Canada and UK will be made DDP. Delivery will be deemed complete and legal and all risk of loss or damage to the Products will pass to Buyer when the Products pass to the carrier. B.) All international shipments other than to Canada and UK will be made DAP. Delivery will be deemed complete and legal and all risk of loss or damage to the Products will pass to Buyer when the Products pass to the carrier.
ACCEPTANCE. The Products will be deemed accepted by Buyer unless notice of defect is received within forty-five (45) days of shipping thereof and the Product is returned to Seller within sixty (60) days of shipping. All shipments will be prepaid and bill. The carrier will be selected by Seller on the absence of specific instructions by Buyer. In no event will Seller be liable for any delay in delivery, nor will the carrier be deemed an agent of Seller. Product shortages must be reported to the Seller’s Customer Care within ten (10) days of receipt.
In accordance with Inter-Med QOP 8.2-2, by accepting these goods, customer agrees to report any Inter-med product related adverse impacts and will support any recall initiatives should they occur.
RETURNED MERCHANDISE. The Products cannot be returned without prior approval from Seller and a Return Materials Authorization (RMA). In order to receive approval for any returns, contact the phone number referenced on the invoice. No credit or product replacement of any kind will be issued for returns made without proper authorization. After receipt and inspection, the Products will be accepted for exchange or credit if approved by Seller. For return procedures, visit our Return Policy webpage.
WARRANTY. Seller warrants and represents that the Products shall be free from defects in material and workmanship. Warranty periods vary by product and certain Limited Warranties apply. Detailed warranty information for each product can be found in our Warranty webpage.
GOVERNING LAW. The construction, interpretation and performance of this invoice and all transactions under it are governed by the laws of the State of Wisconsin.
EXPORT/RE-EXPORT LAW. The products, services and technical data sold or licensed by the Seller are developed in and exported from the United States. As a result, they remain subject to United States export control laws even after delivery to a customer outside the United States. Among other things, United States law prohibits the re-export of the products, services and technical data to countries embargoed by the United States. Buyer represents and warrants to the Seller that it shall not export, re-export, transfer or otherwise use the products, services and technical data in connection with any country if the re-export or use of the products, services and technical data would violate United States export control laws.
FORCE MAJEURE. Except for the payment of money, neither party shall be held responsible for any delay or failure in performance if any part of this invoice to the extent that such delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control.
NON-WAIVER. No course of dealing or failure of either party to strictly enforce any term, right or condition of this invoice shall be construed as a waiver of that term, right or condition.
ENTIRE AGREEMENT. The terms and conditions in this invoice shall constitute the entire agreement between the parties with respect to the subject matter of this invoice and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of this invoice supersede all prior oral and written quotations, communications, agreements, and understanding of the parties with respect to the subject matter of this invoice.