Terms and Conditions of Purchase
By Alimed Inc. ("Alimed”)
These terms and conditions govern all Purchase Orders (“Orders”) issued by Purchaser to the Seller identified on each order. Fulfillment of any part of an order, or any other conduct by Seller which recognizes the existence of a contract pertaining to the subject matter of such order, shall constitute acceptance by Seller of such order and all the terms and conditions included in or referenced on this page (“the contract terms”). If the terms specified on this order do not appear on or agree with Seller’s invoice as rendered, Seller agrees that Purchaser may change the invoice to conform to this order and make payment accordingly. The contract terms may be modified only by a written instrument executed by authorized representatives of both Seller and Purchaser. If an order has been issued by Purchaser in response to Sellers and if any of the contract terms add to, vary from or conflict with any terms of the Sellers offer, then the issuance of the of the order by Purchaser shall constitute an acceptance of the Sellers offer subject to the express conditions that Seller assents to the additional, different and conflicting contract terms and acknowledges that the order and these contract terms constitutes the entire agreement between Seller and Purchaser with respect to the subject matter hereof and the subject matter of Sellers offer. Seller shall have deemed to have so asserted and acknowledged unless Seller notify Purchaser to the contrary in an e-mail or fax by the Seller's authorized representative within twenty four (24) hours of receipt of the order. This order is
enforceable by Purchaser directly against the Seller.
When freight is to be charged, the following guidelines should be followed:
- 1 LB to 250 LBS - When possible, shipments of 250 LB Chargeable weight and under should be shipped via UPS. Observe UPS size and weight restrictions.
Charge to UPS Account EE8608.
- 250 LBS to 5000 LBS - For shipments too large for UPS (over 250 Lbs.) or not suitable for transport by UPS: Ship Prepaid 3rd Party in accordance to the AliMed
freight chart/routing guide and Bill to AliMed c/o Keystone Dedicated Logistic, PO Box 752, Carnegie, PA 15106
- 5000 LBS+ For Shipments More Than 5,000 Lbs., or More Than 6 Pallet Positions: Call Keystone Dedicated Logistics (XXX) XXX-XXXX
For further clarification of routing guide and further detail: https://www.alimed.com/shipping-routing-guide
Non-Compliance is Subject to Chargeback:
Purchase order numbers should be clearly shown on all invoices, shipping paper, packing slips and correspondence.
- PO pricing and order acknowledgement MUST BE confirmed to Purchaser via email to firstname.lastname@example.org or faxed to 781-329-2771. If Pricing is not
correct, the seller CANNOT SHIP order unless approved by Purchaser.
- Ship immediately or as soon as product is available. The due date is the LATEST date Purchaser requires receipt, if you cannot meet the due date, Purchaser
must be notified within 24 hours.
- Email tracking number for the goods upon shipment to email@example.com.
- Invoices are to be sent via email to firstname.lastname@example.org upon shipment of product.
No Charges of any kind will be allowed without prior express written consent by the Purchaser.
Purchaser will submit cancellation forms to the Seller, whom must acknowledge by signing and returning to email@example.com once the order has been
cancelled from the Seller’s system.
As full consideration for Seller’s satisfactory provision of the products of performance of the services, Purchaser will pay Seller’s invoice as agreed upon.
Legal and Regulatory Compliance:
Seller shall be responsible for assuring that the Products are in compliance with all federal, state and local laws (Including but not limited to California’s
Proposition 65) and regulations applicable to the Territory, including but not limited to the United States Food, Drug and Cosmetic Act (“Act”). Seller guarantees
that as of the date of each product shipment, the Products shall not be adulterated or misbranded within the meaning of the Act, as amended and the regulations
issued thereunder, or products that may not under the provisions of Section 404, 505, or 512 of the Act be introduced into interstate commerce. Seller shall be
responsible for all product corrective actions (including recalls) with respect to products shipped to Purchaser, including any costs associated therewith.
All specifications, documents, artwork, or drawings delivered to the Seller by Purchaser, and other non-public information Purchaser discloses to Seller, remains
Purchaser’s property. The information is provided to Seller solely for the Seller’s performance of the order and on the express condition that neither the order nor
the information contained therein or provided in connection therewith shall be disclosed to others nor used for any purpose other than in connection with the order
without Purchaser’s Purchasers prior express written consent. Purchaser reserves the right to request that Seller return all such information to Purchaser or
destroy it. Seller’s obligations under this paragraph shall survive the cancellation, termination or other completion of the order.
Indemnification and Insurance:
Seller agrees to indemnify and hold harmless and protect Purchaser against all inter-party and /or third party liabilities, claims or demands, for injuries or damages
to any person or property growing out of (a) any breach or alleged breach of any of the terms or conditions of this order or any representations or warranties of
Seller made in this order or otherwise, (b) the acts or omission of Seller, its subcontractors, or agents in performance of this contract or (c) a claim that the goods
or services Seller provides are dangerously defective, or (d) a claim that Seller’s product or services, or any part thereof, infringes a patent, copyright, trademark,
trade secret or other intellectual or proprietary right of a third party. Seller shall provide and maintain, and shall at its sole cost and expense, during the
performance of any works order under the purchase order minimum insurance coverage as follows: (a) Workers’ compensation insurance with statutory limits of
liability, (b) Commercial General Liability insurance, providing bodily injury and property damage coverage, including premises liability, products/completed
operations liability, and blanket contractual liability, with limits of not less than $2,000,000 per occurrence and annual aggregate, and (c) automobile liability
(covering owned and non-owned vehicles) coverage with limits of not less than $1,000,000 per accident. Sellers shall name Purchaser as an additional insured
under the coverage required by subsection (c). To the extent permitted by applicable law, such coverage shall: (1) be primary and non-contributory to any other
insurance carried by Purchaser, (2) contain standard cross liability provisions as to separation of insureds; (3) provide for a waiver of all rights of subrogation
which Seller’s insurance carrier might exercise against Purchaser, and (4) not require contribution before any excess or umbrella liability coverage will apply.
Shipping and Risk of Loss:
Notwithstanding any agreements to pay freight or other transportation charges, delivery will not be deemed complete and all risks of loss shall remain with Seller
until the goods have been actually received and accepted by Purchaser.