Unless otherwise providing in writing, these terms and conditions (“Terms”) exclusively govern the sale by Med Rep Pro, LLC (“MRP”), and the purchase and order by buyer (“Buyer”), of the goods (“Goods”) and/or services (“Services”, and collectively with Goods, “Products”) identified on the attached or accompanying quote page (“Quote”), (these Terms, together with the Quote, comprise and hereinafter are referred to as the “Agreement”). MRP shall not be bound by, and specifically objects to, any terms, conditions, or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement, which is set forth in any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.
Buyer hereby grants, and MRP reserves, a purchase money security interest in each Good purchased, and in any proceeds thereof, until Buyer has paid in full in accordance with the terms hereof. Buyer shall cooperate fully with MRP to execute such documents and accomplish such filings and/or recordings as MRP may deem necessary for the protection of its interests in the Goods furnished to Buyer, and in the event Buyer does not aid within a reasonable time after MRP asks Buyer to do so, Buyer hereby authorizes and appoints MRP as Buyer’s attorney-in-fact to execute, deliver and file at any time, any financing statement and/or take any other action permitted by applicable law to perfect, enforce, continue and amend, MRP’s security interest in any jurisdiction deemed appropriate by MRP.
Buyer agrees that, upon non-payment of any charges due to MRP, MRP may cancel or delay delivery of Products and/or suspend any applicable service coverage, which may resume only when MRP receives full payment, and the warranty period will continue to run during such time of non-payment although warranty service will not be available.
Removed, replaced, or substituted goods and parts (“returned equipment”) shall become MRP's property with title and ownership transferring to MRP upon the earlier of its return to or replacement, with MRP owing no other obligations on the returned equipment. Buyer hereby agrees to defend, hold harmless and indemnify MRP Indemnitees from any claims, costs, losses, attorneys’ fees, and expenses related to any third party attempts to claim ownership of the returned equipment or dispute any trade-in, removal, substitution, or replacement. and the remaining provisions shall continue in full force and effect.
(a) NO WARRANTY IN GENERAL. UNLESS STATED OTHERWISE ON THE QUOTE OR IN A WRITING APPROVED BY A MRP OFFICER, BUYER AGREES THAT THE GOODS SOLD IN THIS SALES AGREEMENT ARE BEING SOLD ON AN "AS IS", "AS AVAILABLE" BASIS, SUBJECT TO SECTIONS 9 AND 10 HEREIN, AND HAVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER IMPLIED OR BY LAW, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, WORKMANLIKE MANNER, QUALITY, ACCURACY, TITLE, AND/OR IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE USAGE IN TRADE.
(b) INTERNATIONAL PRODUCT; SPECIAL ORDER PRODUCT. If this Agreement includes the either (i) the sale of any Good, whether a new, pre-owned, or used one, to or for a Buyer outside of the U.S.A. (an "International Product") or (ii) the sale of a Product that MRP does not have or keep in stock but is acquired from a third party specifically for Buyer (“Special Order Product”), then Buyer agrees that (i) Buyer at its sole discretion has made the selection of such Product, (ii) such Product is being acquired by MRP solely at the request of Buyer, (iii) no representation, warranty, or guarantee has been made by MRP with respect to such Product, (iv) the obligation of Buyer to pay MRP for such Product is absolute and unconditional, and (v) Buyer waives and releases MRP from all claims, damages, and losses arising out of such Product. Neither an International Product nor a Special Order Product carry any right to inspection before or after delivery, and MRP is not responsible for examining or evaluating such Products. MRP makes no warranty about International Products, Special Order Products, and offerings of the third party (including description of the Product). MRP does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. If there are any problems with a Special Order Product, Buyer must contact the manufacturer for assistance. Buyer may contact MRP for issues involving International Products.
(c) LIMITED WARRANTIES, IF ANY.
(i) Notwithstanding 8(a) and 8(b) of this Agreement, should the Quote of this Agreement specify that a Good has a warranty for a certain time (“Warranty Period”), then MRP warrants that such Good shall be in good working order under normal use for the greater of either the Warranty Period written on the Quote or 30 days, which shall commence from the date of delivery to Buyer (“Delivery Date”), unless otherwise approved by a MRP Officer in writing), except for the following:
(A) Consumable/disposable goods are warranted to have been shipped from MRP in functional condition, and no additional warranty shall apply. No service shall be provided either. These items should be inspected for obvious damage, subject to Section 6 and 8(e), to which MRP’s obligation is limited only to replacement of Goods; and
(B) New (not used or pre-owned) goods that are serviced by the manufacturer: MRP makes no warranty for any such Goods unless expressly written in the Quote. Buyer’s sole warranty for any third-party products, if any, is the original manufacturer’s warranty, which MRP agrees to pass on to Buyer, as applicable.
For the limited warranties of this section 8(c)(i), excluding 8(c)(i)(A) and 8(c)(i)(B), Buyer is entitled to telephone, e-mail, and video technical assistance by MRP and, subject to Sections 8(d) and 8(e), repair or replacement of such Goods, in MRP's sole discretion, should the Good become inoperative through normal use during the Warranty Period. Loaner equipment is not provided, but if so arranged by MRP, Buyer shall have an unconditional obligation to pay MRP the cash list price of any unreturned loaner equipment provided by MRP within 7 days of a written demand from MRP.
(ii) Repair or replacement under any limited warranty of Goods may be with parts or products that are new, used, or refurbished, carrying the same limited warranty for the remaining term of the original item. Repairs or replacements shall not interrupt, extend, or prolong the term of the warranty.
(iii) For Services purchased under the Agreement, MRP warrants that the Services shall be performed using competent personnel in a professional manner in accordance with generally recognized industry standards for similar services. Subject to Sections 6 and 8(e) herein, if any Service was not performed in accordance with the aforementioned warranty, then MRP shall, in its sole discretion, either (i) repair or re-perform the applicable Service, or (ii) credit or refund the price of such Service at the pro rata contract rate.
(d) EXCLUSIONS. MRP reserves the right, without liability, to void all warranties and remedies, including any obligation to service, repair, replace, or otherwise remedy defects, errors, or failures of a Good due to the occurrence of any of these events, and MRP shall be in no way responsible for:
(i) Handling, maintenance, or use in a manner that is inconsistent with and/or contrary to the original manufacturer’s and MRP’s recommended procedures and/or instructions, including, use of or with an unauthorized third party good or part;
(ii) Any failure or damage resulting from negligence, alteration, modification, or relocation of the Product by Buyer, its employees, agents, or representatives;
(iii) Attempted or actual unauthorized disassembling, service, repair, addition, or change of a Good, including, without limitation, the serial number or shot count;
(iv) Abnormal wear and tear, including use under abnormal conditions, e.g., unclean, dusty, or exposure to extreme electromagnetic radiation, temperature, or humidity; or
(v) Damage or failure of the Good due to an event outside of MRP's control including, without limitation, earthquake, flood, fire, lightning, vandalism, or problem in the premises of the Good.
In any of the above situations, or for any Good that has no warranty, MRP has sole discretion to service the Good, at Buyer’s expense at MRP's then-in-effect rates for service, labor, travel, shipping, and materials.
(e) NOTICE AND INSPECTION. The limited warranties are made on condition that immediate written notice of any noncompliance with the Product’s warranty be given to MRP and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of this warranty.
THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY GOOD, SERVICE, OR OTHER ITEM FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE PRODUCTS AND ANY DEFECT, DEFICIENCY, OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL MRP'S TOTAL LIABILITY UNDER THE AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE SPECIFIC GOOD OR SERVICE GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS FOR ANY BREACH OF THE AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED.
*The sale of this item may be subject to regulation by the U.S. Food and Drug Administration and state and local regulatory agencies. If so, do not bid on this item unless you are an authorized purchaser. If the item is subject to FDA regulation, we will verify your status as an authorized purchaser of this item before shipping of the item. MRP reserves the right to cancel and refund any transaction before it ships for any reason.
Terms and Conditions Including Warranty Information.
Buyer acknowledges that by: (a)this Quote/Order/Purchase Agreement (hereinafter the "Agreement") and delivering it to MedRepPro, LLC (hereinafter "MRP"); and/or (b) paying the purchase price to MRP for the products and/or services set forth above, Buyer has accepted the terms and conditions contained in the terms and conditions.
Due to worldwide shipping delays, it is possible that items listed could be on backorder. If the item is unavailable for an extended period, we sincerely apologize for the delay. In this case, we will refund you as soon as we are notified of the backorder and contact you with the confirmation of refund.